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As filed with the Securities and Exchange Commission on June 17, 1999
Registration No.
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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
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S P R I N G S I N D U S T R I E S, I N C.
(Exact name of registrant as specified in its charter)
South Carolina 57-0252730
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
205 North White Street
Fort Mill, South Carolina 29715
(Address of Principal Executive Offices and Zip Code)
SPRINGS INDUSTRIES, INC.
1999 DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
C. Powers Dorsett
Senior Vice President-General Counsel and Secretary
Springs Industries, Inc.
205 North White Street
Fort Mill, South Carolina 29715
(Name and address of agent for service)
(803) 547-3768
(Telephone number, including area code, of agent of service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share(1) price
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Class A Common Stock
par value 100,000 shares $38.78125 $3,878,125 $1,078.12
$.25 per
share
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(1) Estimated, pursuant to Rules 457(c) and (h) of the Securities
Act of 1933, solely for calculation of the registration fee,
based on the average of the high and low prices per share of
the Class A Common Stock on June 11, 1999, on the New York
Stock Exchange.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
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PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Springs Industries, Inc. (the "Company" or the "Registrant") hereby
incorporates by reference the following documents filed with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of 1934
(the "1934 Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 2, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 3, 1999; and
(c) The description of the Common Stock contained in the Company's
Registration Statement filed pursuant to Section 12 of the 1934 Act, including
any amendment or report filed for the purpose of updating the description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The opinion as to the validity of the securities being
registered has been furnished by C. Powers Dorsett, Senior Vice
President-General Counsel and Secretary of the Registrant. On June 16, 1999, Mr.
Dorsett beneficially owned 1,618 shares of the Class A Common Stock of the
Company and, under the Company's 1991 Incentive Stock Plan, held options to
purchase 75,000 shares of the Class A Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 8 of the Company's Restated Articles of Incorporation provides
that no director of the Company shall have personal liability to the Company or
its shareholders for monetary damages for breach of fiduciary duty as a director
unless and to the extent that such elimination or limitation of personal
liability is prohibited by the laws of the State of South Carolina. Article 8 is
designed to implement the personal liability limitations authorized by Section
33-2-102(e) of the South Carolina Business Corporation Act (the "Act"), which
permits certain South Carolina corporations to include in their articles of
incorporation a provision limiting directors' liability for monetary damages for
certain breaches of their fiduciary duties. Under current South Carolina law,
Article 8 does not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve gross negligence,
intentional misconduct, or a knowing violation of law; (iii) for liability
imposed as a result of voting for or assenting to an unlawful distribution from
the Company; or (iv) for any transaction from which the director derived an
improper personal benefit.
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Article 5 of Chapter 8 of Title 33 of the Act authorizes
indemnification of a director made party to a proceeding because he is or was a
director if the director conducted himself in good faith and he reasonably
believed that his conduct in his official capacity was in the corporation's best
interest, and his conduct in all other cases was at least not opposed to its
best interest, and in any criminal proceeding he had no reasonable cause to
believe his conduct was unlawful. Notwithstanding the above, in proceedings to
obtain a judgment in favor of the corporation, indemnification would be limited
to reasonable expenses incurred in connection with the proceeding and only if
the director were not adjudged liable to the corporation, and in the case of
adjudicated liability in any other proceedings, only if the director did not
derive an improper personal benefit. The Act also authorizes corporations to
indemnify officers, employees, and agents who are not directors to the extent,
consistent with public policy, that may be provided by the corporation's
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract. Furthermore, unless limited by its articles of
incorporation, the Act requires a corporation to indemnify a director or officer
who is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or officer
against reasonable expenses incurred by him in connection with the proceeding.
The Registrant's Restated Articles of Incorporation do not impose any
limitations on this requirement. The Company's Bylaws provide generally that the
Registrant shall indemnify each director or officer to the full extent permitted
under the Act.
There are in effect directors' and officers' and fiduciary liability
insurance policies covering certain claims against any director or officer of
the Company by reason of certain acts or omissions by such person in his
capacity as a director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
See Exhibit Index.
Item 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 [and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934] that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. The undersigned registrant hereby undertakes:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 Town of Fort Mill, State of South Carolina, on June 16, 1999.
SPRINGS INDUSTRIES, INC.
By: /s/ C. Powers Dorsett
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C. Powers Dorsett
Senior Vice President-
General Counsel & Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Date:
Principal Executive Officer: /s/ Crandall C. Bowles June 16, 1999
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Crandall C. Bowles
Chairman, President, Chief Executive
Officer, and Director
Date:
Principal Financial Officer: /s/ James F. Zahrn June 16, 1999
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James F. Zahrn
Executive Vice President and
Chief Financial Officer
Date:
Principal Accounting Officer: /s/ Charles M. Metzler June 16, 1999
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Charles M. Metzler
Vice President-Controller
Directors: Date:
John F. Akers*
John L. Clendenin* June 16, 1999
Leroy S. Close* By: /s/ C. Powers Dorsett
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Charles W. Coker* C. Powers Dorsett
John H. McArthur* (attorney-in-fact)*
Aldo Papone* June 16, 1999
Robin B. Smith*
Sherwood H. Smith, Jr.*
Stewart Turley* *by power of attorney
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INDEX TO EXHIBITS
Exhibit 4.1 Springs Industries, Inc., Restated Articles of Incorporation,
amended and restated as of April 18, 1994, incorporated by
reference to Exhibit (3) of the Registrant's Form 10-Q filed
August 15, 1994.
Exhibit 4.2 Springs Industries, Inc., Bylaws, amended as of December 12,
1996, incorporated by reference to Exhibit (3)(a) of the
Registrant's Form 10-K filed March 27, 1998.
Exhibit 4.3 Springs Industries, Inc., 1999 Deferred Compensation Plan for
Outside Directors.
Exhibit 5.1 Opinion of C. Powers Dorsett regarding the validity of the
securities being registered.
Exhibit 23.1 Consent of C. Powers Dorsett (included in opinion of counsel
filed as Exhibit 5.1).
Exhibit 23.2 Consent of Deloitte & Touche LLP.
Exhibit 24 Powers of Attorney of certain Directors of the Company.
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