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As filed with the Securities and Exchange Commission on September 9, 1998.
Registration File No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RSI HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
North Carolina 56-1200363
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
28 East Court Street
P.O. Box 6847
Greenville, SC 29606
(864) 271-7171
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(Address, Including Zip Code, of Principal Executive Offices)
RSI HOLDINGS, INC. STOCK OPTION PLAN
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(Full Title of the Plan)
Buck A. Mickel, President and Chief Executive Officer
RSI Holdings, Inc.
28 East Court Street
P.O. Box 6847
Greenville, South Carolina 29606
(864) 271-7171
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(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Eric K. Graben, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
Post Office Box 728
Greenville, South Carolina 29602-0728
(864) 242-8200
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share(1) Offering Price (1) Registration Fee(1)
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Common Stock 500,000 shares $0.19 $95,000.00 $28.03
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(1) Calculated pursuant to Rule 457(h).
The Exhibit Index appears on Page 5 hereof.
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Part I: Information Required in the Section 10(a) Prospectus
Pursuant to General Instruction G, information updating the Section
10(a) Prospectus for the RSI Holdings, Inc. Stock Option Plan is or will be
provided to participants as specified in Rule 428(b)(1) and is not included in
this Registration Statement.
Part II: Information Required in the Registration Statement
The information contained in RSI Holdings, Inc.'s ("RSIH")
registration statement on Form S-8, Registration File No. 33-45021, filed with
the Securities and Exchange Commission (the "Commission") on January 14, 1992 is
incorporated herein by reference. Effective January 15, 1998, the RSIH Stock
Option Plan was amended to increase the aggregate number of shares issuable
thereunder from 250,000 to 750,000.
Item 3. Incorporation of Documents by Reference
The following documents or portions thereof are hereby incorporated
by reference:
RSIH's Annual Report on Form 10-KSB for the fiscal year ended August
31, 1997 (Commission File No. 0-18091).
All other reports filed by RSIH pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the end of
RSIH's 1997 fiscal year.
The description of RSIH's common stock contained in or incorporated
into the registrant's registration statement on Form 8-A filed with
the Securities and Exchange Commission on November 3, 1989
(Commission File No. 0-18091).
All documents subsequently filed by RSIH pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part thereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The law firm of Parker, Poe, Adams & Bernstein located in Charlotte,
North Carolina, is special counsel to the Registrant in connection with this
Registration Statement and has passed on certain aspects of the legality of the
common stock covered hereby. As of July 13, 1998, attorneys of Parker, Poe,
Adams & Bernstein beneficially owned in the aggregate 220 of the outstanding
shares of common stock of the registrant (less than 1%).
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Item 8. Exhibits
The information in Item 8 "Exhibits" in the Form S-8 is supplemented as follows:
Exhibit
5.1 Opinion of Parker, Poe, Adams & Bernstein regarding certain aspects of
the legality of shares of RSIH.
23.1 Consent of Parker, Poe, Adams & Bernstein: contained in Exhibit 5.1.
23.2 Consent of Ernst and Young LLP to incorporation by reference in
registration statement.
24.1 Power of Attorney: contained on the signature page of this filing.
99.1 Amendment No. 3 to Stock Option Plan effective as of January 15, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenville, State of South Carolina, as of September
9, 1998.
RSI Holdings, Inc.
By: /s/ Buck A. Mickel
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Buck A. Mickel
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Buck A. Mickel and Joe F. Ogburn, and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
pre-effective and post-effective amendments) to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and the Nasdaq National
Market System, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all which said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do, or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated:
Signature Title Date
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/s/ Buck A. Mickel President, Chief Executive September 9, 1998
- -------------------------- Officer, and Director
Buck A. Mickel
/s/ C.C. Guy Director September 9, 1998
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C. C. Guy
/s/ Charles M. Bolt Director September 9, 1998
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Charles M. Bolt
/s/ Joe F. Ogburn Vice President and Treasurer September 9, 1998
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Joe F. Ogburn Accounting Officer)
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered Page
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5.1 -- Opinion of Parker, Poe, Adams & Bernstein regarding certain aspects of 6
the legality of shares of RSI Holdings, Inc.
23.1 -- Consent of Parker, Poe, Adams & Bernstein: contained in Exhibit 5.1. 7
23.2 -- Consent of Ernst & Young LLP to incorporation by reference in registration 8
statement.
24.1 -- Power of Attorney 4
99.1 -- Amendment No. 3 to Stock Option Plan effective as of January 15, 1998. 9
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