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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1999
REGISTRATION NUMBER 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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RUSSELL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Alabama 63-0180720
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
755 Lee Street, Alexander City, Alabama 35011-0272
(Address of Principal Executive Offices) (Zip Code)
RUSSELL CORPORATION FLEXIBLE DEFERRAL PLAN
(Full Title of the Plan)
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FLOYD G. HOFFMAN
Russell Corporation
Hewitt Building-Suite 1600
3350 Riverwood Parkway
Atlanta, Georgia 30339
(Name and Address of Agent For Service)
(256) 500-4000
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
JOHN K. MOLEN
Bradley Arant Rose & White LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203
(205) 521-8238
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CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- ------------------------------- ---------------- ---------------- -------------- ----------------
Deferred Compensation Interests $5,000,000 Not Applicable $5,000,000* $1,390
* Estimated pursuant to Rule 457(o) solely for the purpose of calculating the
registration fee.
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REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference in Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Registration Statement incorporates)
are incorporated by reference in the Section 10(a) Prospectus and are
available, without charge, to the participants upon written or oral request to
Secretary, Russell Corporation, 755 Lee Street, Alexander City, Alabama
35011-0272 (telephone number 256-500-4000). The documents containing the
information requested by Part I of Form S-8, the Annual Report on Form 10-K of
Russell Corporation for its latest fiscal year, and all reports, proxy
statements and other communications distributed generally to the security
holders of Russell Corporation are available, without charge, to participants
upon written or oral request to Secretary, Russell Corporation, 755 Lee Street,
Alexander City, Alabama 35011-0272 (telephone number 256-500- 4000).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference and made
a part hereof:
(1) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended January 2, 1999 (Commission File No. 0-1790).
(2) The Quarterly Reports of the Registrant on Form 10-Q, as amended,
for the quarters ended April 4, 1999 and July 4, 1999 (Commission File No.
0-1790).
(3) The Current Report of the Registrant on Form 8-K as filed on
September 17, 1999 (Commission File No. 0-1790).
(4) The description of the Common Stock of the Registrant appearing
in the Registrant's Registration Statement on Form S-4 (Registration Statement
No. 33-24735), under the caption "DESCRIPTION OF CAPITAL STOCK - Common Stock,"
as filed on September 26, 1988 pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and appearing in the Registrant's Registration
Statement on Form 8-A (Registration Statement No. 1-5822) at Exhibit 1, as
filed on October 15, 1999 pursuant to the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement and 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 a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
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The Russell Corporation Flexible Deferral Plan (the "Plan") provides
designated employees ("Participant(s)") of the Registrant and participating
subsidiaries with an opportunity to defer a portion of their compensation and
accumulate tax-deferred earnings thereon. A brief description of certain
aspects of the Plan follows (the official provisions of the Plan are contained
in the Plan itself, which controls in the event of a discrepancy):
(a) The Plan was approved by the Board of Directors of the Registrant
to be effective on and after January 1, 2000. Up to $5,000,000 in interests in
the Plan ("Interests") are being registered pursuant to this Registration
Statement, which Interests are to be offered to certain eligible employees of
the Registrant and participating subsidiaries of the Registrant (a
"Subsidiary") pursuant to the Plan.
(b) A committee appointed by the Board of Directors of the Registrant
(the "Committee") shall act on behalf of the Registrant with respect to
administration of the Plan. The Committee has the right to interpret the Plan
and determine all other matters that might arise under the terms and conditions
of the Plan. The decisions of the Committee or its delegate are final and
binding on all Participants.
(c) The Plan allows the Participant to defer a portion of such
Participant's pre-tax base salary, commissions and bonus. The amount of
compensation deferred by each Participant is determined in accordance with each
Participant's deferral election form under the Plan.
(d) Each Participant is an unsecured general creditor of the
Registrant and the subsidiary employing the Participant with respect to such
Participant's own Plan benefits. Benefits are payable solely from the
Registrant's or the Subsidiary's general assets, and are subject to the risk of
corporate insolvency. Each Participant's deferred compensation may be mingled
with the general funds of the Registrant or the employing Subsidiary and may,
therefore, be subject to a lien or security interest of other creditors of the
Registrant or such Subsidiary.
(e) A Participant may elect to begin to receive benefit payments (in
accordance with the Participant's election) in the year of retirement from the
Registrant or the year in which the Participant attains age 65. A Participant
who retires after attaining age 55 with 10 years of service with the Registrant
may also elect to begin receiving benefits under the Plan in the year of
retirement or the year the Participant attains age 65. A Participant who
terminates employment prior to age 55 and completion of 10 years of service
will receive a lump sum payment as soon as practicable following termination of
employment. A Participant's Beneficiary will also begin to receive benefit
payments (in accordance with the Participant's election) following a
Participant's death. The Committee administering the Plan may in its sole
discretion begin payments to a Participant who becomes disabled, payable on the
Participant's 65th birthday. Distributions may be made in a lump sum or in
monthly installments extending over 5, 10, 15 or 20 years. Payment options may
be changed by the Participant, with the approval of the Registrant, at any time
more than one year prior to the date on which a distributable event occurs.
(f) Participants, with the approval of the Committee, may withdraw
amounts deferred under the Plan prior to the occurrence of a distributable
event. Such withdrawals are subject to a 10% penalty on the amount withdrawn
and ineligibility to defer compensation under the Plan for one year.
Participants may also, with the approval of the Committee, withdraw amounts
deferred
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under the Plan without penalty in the event of certain hardships as defined in
the Plan up to the amount necessary to deal with the hardship.
(g) Amounts deferred under the Plan are indexed, at the election of
the Participant, to such investment indices as may be offered under the Plan by
the Registrant from time to time. Each Participant's deferral account with
respect to such amount will be adjusted to reflect the investment experience of
the underlying index, including any appreciation or depreciation.
(h) A Participant's Plan benefits cannot be alienated, sold,
transferred, assigned, pledged, or encumbered and pass only to a survivor
beneficiary designated under the Plan, or by written will under the laws of
descent and distribution.
(i) The Interests are not subject to redemption, in whole or in part,
prior to the occurrence of a distributable event with respect to the
Participant. The Registrant, however, reserves the right to amend or terminate
the Plan at any time, except that no such amendment or termination shall
adversely affect a Participant's right to Interests in the Participant's
account as of the date of such amendment or termination.
(j) The Registrant plans to establish a "rabbi" trust with a third
party as trustee and to fund the trust in a manner that generally tracks the
investment account allocations made by Participants in the Plan. There is,
however, no requirement that the trust be so funded or invested. While intended
for payment of Participant benefits under the Plan, the trust assets are
subject to the claims of creditors of the Registrant and, for accounting and
tax purposes, remain assets of the Registrant.
Item 5. Interests of Named Experts and Counsel.
Bradley Arant Rose & White LLP, counsel to the Company, has been
routinely engaged to perform legal services by the Company since the formation
of the Company. As of the date hereof, the partners and associates of the firm
of Bradley Arant Rose & White LLP beneficially own approximately 10,575 shares
of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
As permitted by Sections 10-2B-8.50 through 10-2B-8.58 of the Alabama
Business Corporation Act, Article VII of the Bylaws of the Company provides for
indemnification of directors, officers and employees in certain instances. The
provisions of Article VII provide as follows:
Article VII. Indemnification of Directors, Officers and Employees.
Section 7.1 The corporation shall indemnify any person who was
or is party or is threatened to be made a party to any threatened,
pending, or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative, including appeals
(other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
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against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such claim, action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any claim, action, suit
or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 7.2 The corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed claim, action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 7.3 To the extent that a director, officer, employee
or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
sections 7.1 and 7.2, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith, notwithstanding that he has not been successful on any
other claim, issue or matter in any such action, suit or proceeding.
Section 7.4 Any indemnification under sections 7.1 and 7.2
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in sections 7.1 and 7.2. Such determination shall be
made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to, or who have been
wholly successful on the merits or otherwise with respect to, such
claim, action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (c)
by the shareholders.
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Section 7.5 Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit, or proceeding may be paid
by the corporation in advance of the final disposition of such claim,
action, suit, or proceeding as authorized in the manner provided in
section 7.4 upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if and to
the extent that it shall be ultimately determined that he is not
entitled to be indemnified by the corporation as authorized in this
Article VII.
Section 7.6 The indemnification provided by this Article VII
shall not be deemed exclusive of and shall be in addition to any other
rights to which those indemnified may be entitled under any statute,
rule of law, provisions of articles of incorporation, bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7.7 The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, partner, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of this Article VII.
The indemnification provisions of Article VII of the Company's Bylaws
are not exclusive and are in addition to any other rights to which the officers
and directors may be entitled under any other statute, rule of law, agreement
or otherwise. The Company also maintains directors' and officers' liability
insurance insuring its directors and officers from certain liabilities and
expenses.
Section 10 of the Company's Restated Articles of Incorporation
provides as follows:
A director of the corporation shall not be liable to the
corporation or its shareholders for money damages for any
action taken, or failure to take action, as a director, except
for (i) the amount of a financial benefit received by such
director to which such director is not entitled; (ii) an
intentional infliction of harm by such director on the
corporation or its shareholders; (iii) a violation of Section
10-2B-8.33 of the Code of Alabama of 1975 or any successor
provision to such section; (iv) an intentional violation by
such director of criminal law; or (v) a breach of such
director's duty of loyalty to the corporation or its
shareholders. If the Alabama Business Corporation Act, or any
successor statute thereto, is hereafter amended to authorize
the further elimination or limitation of the liability of a
director of a corporation, then the liability of a director of
the corporation, in addition to the limitations on liability
provided herein, shall be limited to the fullest extent
permitted by the Alabama Business Corporation Act, as amended,
or any successor statute thereto. The limitation on liability
of directors of the corporation contained herein shall apply
to liabilities arising
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out of acts or omissions occurring subsequent to the adoption
of this Article 10 and, except to the extent prohibited by
law, to liabilities arising out of acts or omissions occurring
prior to the adoption of this Article 10. Any repeal or
modification of this Article 10 by the shareholders of the
corporation shall be prospective only and shall not adversely
affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or
modification.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
*4(a) Restated Articles of Incorporation of the Registrant (included as
Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year ended
December 30, 1995).
*4(b) Bylaws of the Registrant (included as Exhibit (3)(c) to Annual Report
on Form 10-K for the fiscal year ended December 30, 1995).
*4(c) Rights Agreement dated September 15, 1999 between the Registrant and
SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
filed on October 15, 1999 (Registration Statement No. 1-5822)).
*4(d) Certificate of Adoption of Resolutions by Board of Directors of the
Registrant dated October 25, 1989 (included as Exhibit (3)(b) to
Annual Report on Form 10-K for the fiscal year ended December 30,
1995).
*4(e) October 28, 1981 Amendment to Stock Option Plans (included as Exhibit
(10)(d) to Annual Report on Form 10-K for year ended December 30,
1995).
*4(f) 1987 Stock Option Plan (included as Exhibit 1 to Registration
Statement No. 33-24898).
*4(g) 1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c) to
Registration Statement No. 33-69679).
*4(h) 1996 Amendment to the 1993 Executive Long-Term Incentive Plan
(included as Exhibit (10)(g) to Annual Report on Form 10-K for the
fiscal year ended January 3, 1998).
*4(i) Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
Option and Deferred Compensation Plan, as amended (included as Exhibit
(10)(f) to Annual Report on Form 10-K for the fiscal year ended
January 2, 1999).
*4(j) 1998 Amendment to the 1993 Executive Long-Term Incentive Plan
(included as Annex A to Schedule 14A filed on March 30, 1998).
4(k) Russell Corporation Flexible Deferral Plan
5(a) Opinion of Bradley Arant Rose & White LLP
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24(a) Powers of Attorney of certain directors and officers.
* Incorporated by reference.
Item 9. Undertakings.
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(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 1993;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
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 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in this Registration Statement;
(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 with or furnished
to the Commission by the registrant pursuant to Sections
13 or 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 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
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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.
(h) 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 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 Alexander City, State of Alabama, on October
26, 1999.
RUSSELL CORPORATION
By: * John F. Ward
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John F. Ward
Chairman of the Board, President
and Chief Executive Officer
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 dates indicated.
Signature Title Date
--------- ----- ----
* John F. Ward Chairman of the Board, October 26, 1999
- -------------------------------- President, and Chief Executive
John F. Ward Officer
* Eric N. Hoyle Executive Vice President, October 26, 1999
- -------------------------------- Chief Financial Officer, and
Eric N. Hoyle Director (Principal Financial
Officer)
* Larry E. Workman Controller (Principal October 26, 1999
- -------------------------------- Accounting Officer)
Larry E. Workman
* Herschel M. Bloom Director October 26, 1999
- --------------------------------
Herschel M. Bloom
* Ronald G. Bruno Director October 26, 1999
- --------------------------------
Ronald G. Bruno
* Timothy A. Lewis Director October 26, 1999
- --------------------------------
Timothy A. Lewis
* C.V. Nalley III Director October 26, 1999
- --------------------------------
C.V. Nalley III
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* Margaret M. Porter Director October 26, 1999
- --------------------------------
Margaret M. Porter
* Benjamin Russell Director October 26, 1999
- --------------------------------
Benjamin Russell
* John R. Thomas Director October 26, 1999
- --------------------------------
John R.Thomas
* John A. White Director October 26, 1999
- --------------------------------
John A. White
*By /s/ Floyd G. Hoffman October 26, 1999
- --------------------------------
Floyd G. Hoffman
Attorney in Fact
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Index of Exhibits
*4(a) Restated Articles of Incorporation of the Registrant (included as
Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year ended
December 30, 1995).
*4(b) Bylaws of the Registrant (included as Exhibit (3)(c) to Annual Report
on Form 10-K for the fiscal year ended December 30, 1995).
*4(c) Rights Agreement dated September 15, 1999 between the Registrant and
SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
filed on October 15, 1999 (Registration Statement No. 1-5822)).
*4(d) Certificate of Adoption of Resolutions by Board of Directors of
Registrant dated October 25, 1989 (included as Exhibit (3)(b) to
Annual Report on Form 10-K for the fiscal year ended December 30,
1995).
*4(e) October 28, 1981 Amendment to Stock Option Plans (included as Exhibit
(10)(d) to Annual Report on Form 10-K for year ended December 30,
1995).
*4(f) 1987 Stock Option Plan (included as Exhibit 1 to Registration
Statement No. 33-24898).
*4(g) 1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c) to
Registration Statement No. 33-69679).
*4(h) 1996 Amendment to the 1993 Executive Long-Term Incentive Plan
(included as Exhibit (10)(g) to Annual Report on Form 10-K for the
fiscal year ended January 3, 1998).
*4(i) Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
Option and Deferred Compensation Plan, as amended (included as Exhibit
(10)(f) to Annual Report on Form 10-K for the fiscal year ended
January 2, 1999).
*4(j) 1998 Amendment to the 1993 Executive Long-Term Incentive Plan
(included as Annex A to Schedule 14A filed on March 30, 1998).
4(k) Russell Corporation Flexible Deferral Plan
5(a) Opinion of Bradley Arant Rose & White LLP
23(a) Consent of Ernst and Young LLP.
23(b) Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24(a) Powers of Attorney of certain directors and officers.
* Incorporated by reference.
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