SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10/A
Amendment No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DH Apparel Company, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-2510086
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1020 Barrow Industrial Pkwy, Winder, GA 30680
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(Address of Principal Executive Offices) (Zip Code)
(770) 867-3111
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(Registrant's Telephone Number, Including Area Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To Be So Registered Each Class Is To Be Registered
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Common Stock, par value $0.01 American Stock Exchange
Common Stock Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
Except as otherwise indicated below, the information required to be
contained in this Registration Statement on Form 10/A of DH Apparel Company,
Inc., a Georgia corporation ("Duck Head" or "the Company"), is contained in the
Information Statement included as Exhibit 99.1 hereto (the "Information
Statement") and is incorporated herein by reference from that document as
specified below. Below is a list of the items of information required by the
instructions to Form 10 and the locations in the Information Statement where
such information can be found if not otherwise included below.
ITEM 1. BUSINESS.
See "Business of Duck Head"
"Note (13) - Operating Segments" contained in the Audited Combined
Financial Statements
"Management's Discussion and Analysis of Financial Condition and
Results of Operations - First Six Months of Fiscal Year 2000 versus
First Six Months of Fiscal Year 1999 - Order Backlog"
ITEM 2. FINANCIAL INFORMATION.
See "Summary -- Selected Historical Financial Data"
"Management's Discussion and Analysis of Financial Conditions
and Results of Operations" ("MD&A")
"MD&A -- Quantitative and Qualitative Disclosures About Market Risk"
ITEM 3. PROPERTIES.
See "Business of Duck Head -- Properties"
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
See "Security Ownership of Significant Beneficial Owners and Management"
ITEM 5. DIRECTORS AND OFFICERS.
See "Management of Duck Head -- Directors"
"Management of Duck Head -- Executive Officers"
ITEM 6. EXECUTIVE COMPENSATION.
See "Management of Duck Head -- Management Compensation"
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See "Relationships Among Duck Head, Delta Woodside and Delta Apparel"
"Interests of Directors and Executive Officers in the Duck Head
Distribution"
ITEM 8. LEGAL PROCEEDINGS.
See "Business of Duck Head -- Legal Proceedings"
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
See "Trading Market"
"MD&A -- Dividends and Purchases by Duck Head of its Own Shares"
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
See "Description of Duck Head Capital Stock - Recent Sales of Unregistered
Securities"
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Duck Head Capital Stock"
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See "Description of Duck Head Capital Stock -- Limitation on Liability of
Directors" and "-- Indemnification of Directors"
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Unaudited Pro Forma Combined Financial Statements
Audited Combined Financial Statements
Unaudited Condensed Combined Financial Statements
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
See Index to Financial Statements
Exhibit 99.2*
(b) Exhibits.
2.1 Distribution Agreement by and among Delta Woodside
Industries, Inc, the Company and Delta Apparel, Inc.
3.1 Articles of Incorporation of the Company. *
3.2.1 Bylaws of the Company. *
3.2.2Amendment to Bylaws of the Company adopted January 20,
2000.
3.2.3Amendment to Bylaws of the Company adopted February
17, 2000.
4.1 See Exhibits 3.1, 3.2.1, 3.2.2 and 3.2.3.
4.2 Specimen certificate for common stock, par value $0.01
per share, of the Company, will be included in next
filing.
4.3 Shareholder Rights Agreement dated January 27, 2000, by
and among the Company and First Union National Bank.
10.1 See Exhibits 2.1 and 4.3.
10.2 Tax Sharing Agreement by and among Delta Woodside
Industries, Inc., the Company and Delta Apparel, Inc.
10.3.1 Letter dated March 15, 1999, from Delta Woodside
Industries, Inc. to Robert D. Rockey, Jr. *
10.3.2 Letter dated October 19, 1999, from Delta Woodside
Industries, Inc. to Robert D. Rockey, Jr. *
10.4 DH Apparel Company, Inc. 2000 Stock Option Plan,
Effective as of February 15, 2000, Amended & Restated
March 15, 2000.
10.5 DH Apparel Company, Inc. Incentive Stock Award Plan,
Effective February 15, 2000, Amended & Restated March
15, 2000.
10.6 Duck Head Apparel Company, Inc. Deferred Compensation
Plan for Key Managers.
10.7 Form of Amendment of Certain Rights and Benefits
Relating to Stock Options and Deferred Compensation by
and between Delta Woodside Industries, Inc., the
Company and certain pre-spin-off Delta Woodside
Industries, Inc, plan participants. (Several persons
will sign substantially identical documents. A schedule
listing director and officer signatories will be filed
by amendment.)
21.1 Subsidiaries of the Company.
27.1 Financial Data Schedule (electronic filing only).
99.1 Information Statement of DH Apparel Company, Inc.
99.2 Valuation and Qualifying Accounts *
* Previously filed with initial filing.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
DH APPAREL COMPANY, INC.
Date: March 28, 2000 By: /s/ Robert D. Rockey, Jr.
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Robert D. Rockey, Jr., Chairman,
President & Chief Executive Officer
EXHIBITS
2.1 Distribution Agreement by and among Delta Woodside Industries, Inc, the
Company and Delta Apparel, Inc.
3.1 Articles of Incorporation of the Company. *
3.2.1 Bylaws of the Company. *
3.2.2 Amendment to Bylaws of the Company adopted January 20, 2000.
3.2.3 Amendment to Bylaws of the Company adopted February 17, 2000.
4.1 See Exhibits 3.1, 3.2.1, 3.2.2 and 3.2.3.
4.2 Specimen certificate for common stock, par value $0.01 per share, of the
Company.
4.3 Shareholder Rights Agreement dated January 27, 2000, by and among the
Company and First Union National Bank.
10.1 See Exhibits 2.1 and 4.3.
10.2 Tax Sharing Agreement by and among Delta Woodside Industries, Inc., the
Company and Delta Apparel, Inc.
10.3.1 Letter dated March 15, 1999, from Delta Woodside Industries, Inc. to
Robert D. Rockey, Jr. *
10.3.2 Letter dated October 19, 1999, from Delta Woodside Industries, Inc. to
Robert D. Rockey, Jr. *
10.4 DH Apparel Company, Inc. 2000 Stock Option Plan, Effective as of February
15, 2000, Amended & Restated March 15, 2000.
10.5 DH Apparel Company, Inc. Incentive Stock Award Plan, Effective February 15,
2000, Amended & Restated March 15, 2000.
10.6 Duck Head Apparel Company, Inc. Deferred Compensation Plan for Key
Managers.
10.7 Form of Amendment of Certain Rights and Benefits Relating to Stock Options
and Deferred Compensation by and between Delta Woodside Industries, Inc.,
the Company and certain pre-spin-off Delta Woodside Industries, Inc, plan
participants. (Several persons will sign substantially identical documents.
A schedule listing director and officer signatories will be filed by
amendment.)
21.1 Subsidiaries of the Company.
27.1 Financial Data Schedule (electronic filing only).
99.1 Information Statement of DH Apparel Company, Inc.
99.2 Valuation and Qualifying Accounts *
* Previously filed with initial filing.