SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10
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 of DH Apparel Company, Inc.,
a Georgia corporation ("Duck Head"), is contained in the Form of 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 Quarter of Fiscal Year 2000 versus
First Quarter 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"
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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.
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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
See Index to Financial Statements
Exhibit 99.2
(b) Exhibits.
2.1 Form of 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 Bylaws of the Company.
4.1 See Exhibits 3.1 and 3.2.
4.2 Specimen certificate for common stock, par value $0.01 per
share, of the Company. *
4.3 Form of Shareholder Rights Agreement by and among the
Company and First Union National Bank. *
10.1 See Exhibits 2.1 and 4.3.
10.2 Form of 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 Form of Duck Head Apparel Company, Inc. Stock Option Plan. *
10.5 Form of Duck Head Apparel Company, Inc. Incentive Stock
Award Plan. *
10.6 Form of Duck Head Apparel Company, Inc. Deferred
Compensation Plan. *
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21.1 Subsidiaries of the Company.*
27.1 Financial Data Schedule for the three months ended October
2, 1999 (electronic filing only).
27.2 Financial Data Schedule for the fiscal year ended July 3,
1999 (electronic filing only).
99.1 Form of Information Statement of DH Apparel Company, Inc.
99.2 Valuation and Qualifying Accounts
* To be provided by amendment.
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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: December 28, 1999 By: /s/ Robert D. Rockey, Jr.
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Robert D. Rockey, Jr., Chairman,
President & Chief Executive Officer
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EXHIBITS
2.1 Form of 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 Bylaws of the Company.
4.1 See Exhibits 3.1 and 3.2.
4.2 Specimen certificate for common stock, par value $0.01 per share, of the
Company. *
4.3 Form of Shareholder Rights Agreement by and among the Company and First
Union National Bank. *
10.1 See Exhibits 2.1 and 4.3.
10.2 Form of 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 Form of Duck Head Apparel Company, Inc. Stock Option Plan. *
10.5 Form of Duck Head Apparel Company, Inc. Incentive Stock Award Plan. *
10.6 Form of Duck Head Apparel Company, Inc. Deferred Compensation Plan. *
21.1 Subsidiaries of the Company.*
27.1 Financial Data Schedule for the three months ended October 2, 1999
(electronic filing only).
27.2 Financial Data Schedule for the fiscal year ended July 3, 1999
(electronic filing only).
99.1 Form of Information Statement of DH Apparel Company, Inc.
99.2 Valuation and Qualifying Accounts.
* To be provided by amendment.
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