SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10/A
(Amendment No. 4)
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Duck Head Apparel Company, Inc.
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(formerly named 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 Duck Head Apparel
Company, Inc., a Georgia corporation, formerly named DH Apparel Company, Inc.
("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 Nine Months of Fiscal Year
2000 versus First Nine Months of Fiscal Year 1999 - Order
Backlog"
ITEM 2. FINANCIAL INFORMATION.
See "Summary -- Selected Historical Financial Data"
"Management's Discussion and Analysis of Financial Condition
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"
"Relationships Among Duck Head, Delta Woodside and Delta
Apparel - Distribution Agreement"
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. (excluding schedules
and exhibits).
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.*
3.2.4 Amendment to Bylaws of the Company adopted June 6, 2000.
4.1 See Exhibits 3.1, 3.2.1, 3.2.2, 3.2.3 and 3.2.4.
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.*
10.3.3 Letter dated as of March 15, 2000, 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.)
10.8.1 Collateral Assignment of Acquisition Agreements dated May 16,
2000 by and among DH Apparel Company, Inc., Delta Apparel,
Inc. in favor of Congress Financial Corporation (Southern).*
10.8.2 Loan and Security Agreement by and between Congress Financial
Corporation (Southern), DH Apparel Company, Inc. and Delta
Merchandising, Inc., dated May 16, 2000 (excluding exhibits and
schedules).*
10.8.3 Term Promissory Note in the principal amount of $5,760,000 dated
May 16, 2000 by DH Apparel Company, Inc. and Delta
Merchandising, Inc. in favor of Congress Financial Corporation
(Southern).*
10.8.4 Pledge and Security Agreement dated May 16, 2000 by DH
Apparel Company, Inc. by and in favor of Congress Financial
Corporation (Southern) (excluding exhibits and schedules).*
10.8.5 Trademark Security Agreement dated May 16, 2000 by and
between DH Apparel Company, Inc. and Congress Financial
Corporation (Southern) (excluding exhibits and schedules).*
21.1 Subsidiaries of the Company.*
27.1 Financial Data Schedule (electronic filing only).
99.1 Information Statement of Duck Head Apparel Company, Inc.
99.2 Valuation and Qualifying Accounts *
99.3 Cover letter to accompany Information Statement of Duck Head
Apparel Company, Inc.
* Previously filed with initial filing, Amendment No. 1, Amendment
No. 2 or Amendment No. 3.
The registrant agrees to furnish supplementally to the Securities and
Exchange Commission a copy of any omitted schedule or exhibit to any of
the above filed exhibits upon request of the Commission.
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.
DUCK HEAD APPAREL COMPANY,
INC.
Date: June 7 , 2000 By: /s/ K. Scott Grassmyer
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K. Scott Grassmyer,
Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
EXHIBITS
2.1 Distribution Agreement by and among Delta Woodside Industries, Inc, the Company and
Delta Apparel, Inc. (excluding schedules and exhibits).
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.*
3.2.4 Amendment to Bylaws of the Company adopted June 6, 2000.
4.1 See Exhibits 3.1, 3.2.1, 3.2.2, 3.2.3 and 3.2.4.
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.*
10.3.3 Letter dated as of March 15, 2000, 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.)
10.8.1 Collateral Assignment of Acquisition Agreements dated May 16, 2000 by and among DH
Apparel Company, Inc., Delta Apparel, Inc. in favor of Congress Financial Corporation
(Southern).*
10.8.2 Loan and Security Agreement by and between Congress Financial Corporation
(Southern), DH Apparel Company, Inc. and Delta Merchandising, Inc., dated May 16,
2000 (excluding exhibits and schedules).*
10.8.3 Term Promissory Note in the principal amount of $5,760,000 dated May 16, 2000 by DH
Apparel Company, Inc. and Delta Merchandising, Inc. in favor of Congress Financial
Corporation (Southern).*
10.8.4 Pledge and Security Agreement dated May 16, 2000 by DH Apparel Company, Inc. by
and in favor of Congress Financial Corporation (Southern) (excluding exhibits and
schedules).*
10.8.5 Trademark Security Agreement dated May 16, 2000 by and between DH Apparel
Company, Inc. and Congress Financial Corporation (Southern) (excluding exhibits and
schedules).*
21.1 Subsidiaries of the Company.*
27.1 Financial Data Schedule (electronic filing only).
99.1 Information Statement of Duck Head Apparel Company, Inc.
99.2 Valuation and Qualifying Accounts *
99.3 Cover letter to accompany Information Statement of Duck Head Apparel Company, Inc.
* Previously filed with initial filing, Amendment No. 1, Amendment No. 2 or Amendment
No. 3.