S-8 1 0001.txt QUAKER FABRIC CORP. S-8 As filed with the Securities and Exchange Commission on July 21, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- QUAKER FABRIC CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-1933106 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
941 Grinnell Street Fall River, Massachusetts 02721 (Address of principal executive offices) (Zip code) QUAKER FABRIC CORPORATION 1997 STOCK OPTION PLAN (Full title of the plan) Cynthia L. Gordan Vice President, Secretary and General Counsel 941 Grinnell Street Fall River, Massachusetts 02721 (508) 678-1951 (Name, address and telephone number, including area code, of agent for service) ------------------- Copies to: Allan R. Williams Proskauer Rose LLP 1585 Broadway New York, New York 10036 (212) 969-3000 CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------- Amount to be Proposed maximum Proposed maximum Amount of Title of securities to be registered registered(1) offering price per share(2) aggregate offering price(2) registration fee(3) ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 750,000 shares $5.53125 $4,148,375 $995.63 ----------------------------------------------------------------------------------------------------------------------------------
(1) Represents additional shares of common stock, par value $0.01 per share (the "Common Stock"), of Quaker Fabric Corporation (the "Registrant") which may be issued upon exercise of options granted and to be granted under the Registrant's 1997 Stock Option Plan (the "Plan"), as amended pursuant to an amendment to the Plan adopted at the Registrant's 2000 Annual Meeting of Stockholders. There is an effective registration statement (Registration No. 333-35983) relating to the issuance under the Plan of 750,000 shares of Common Stock after giving effect to a three-for-two stock dividend on the Common Stock paid to shareholders on June 29, 1998. Pursuant to Rule 416 under the Act, there are also being registered such additional indeterminate number of shares of Common Stock as may be required to cover possible adjustments under the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The maximum offering price per share is based upon the average of the high and low sales prices of the Common Stock, as reported on The Nasdaq Stock Market on July 20, 2000. (3) In connection with the filing of the registration statement (Registration No. 333-35983) relating to the issuance under the Plan of 750,000 shares of Common Stock after giving effect to a three-for-two stock dividend on the Common Stock, the Company paid a registration fee of $3,476. EXPLANATORY NOTE The contents of the Registration Statement on Form S-8 of Quaker Fabric Corporation filed with the Securities and Exchange Commission on September 19, 1997 (Commission File No. 333-35983), relating to the registration of 750,000 shares of Common Stock (after giving effect to a three-for-two stock dividend on the Common Stock paid to shareholders on June 29, 1998), authorized for issuance under the Plan is incorporated by reference in its entirety herein in accordance with General Instruction E to Form S-8. This Registration Statement provides for the registration of an additional 750,000 shares of Common Stock authorized for issuance under the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. 4 Amendments to Quaker Fabric Corporation 1997 Stock Option Plan (incorporated by reference to Annex A of the Quaker Fabric Corporation's Proxy Statement for the 2000 Annual Meeting). 5 Opinion of Proskauer Rose LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Proskauer Rose LLP (included in Exhibit 5). 24 Power of Attorney (see signature page)
II-1 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 City of Fall River, State of Massachusetts, on July 18, 2000. QUAKER FABRIC CORPORATION By: /s/ Larry A. Liebenow --------------------- Larry A. Liebenow President and Chief Executive Officer SIGNATURES AND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose signature appears below hereby constitutes and appoints Larry A. Liebenow as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in any and all capacities any and all amendments (including post-effective amendments) to a Registration Statement on Form S-8 relating to the registration under the Securities Act of 1933 of shares of Common Stock of Quaker Fabric Corporation under the 1997 Stock Option Plan of Quaker Fabric Corporation and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do all such other acts and things requisite or necessary to be done, and to execute all such other documents as he may deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ----- /s/ Sangwoo Ahn Chairman of the Board of July 18, 2000 ------------------------------ Directors Sangwoo Ahn /s/ Larry A. Liebenow President, Chief Executive Officer July 18, 2000 ---------------------------- and Director (principal executive officer) Larry A. Liebenow /s/ Paul J. Kelly Vice President-Finance, Chief July 18, 2000 ---------------------------------- Financial Officer and Treasurer Paul J. Kelly (principal financial and accounting officer) /s/ Jerry I. Porras Director July 18, 2000 ---------------------------------- Jerry I. Porras /s/ Eriberto R. Scocimara Director July 18, 2000 ---------------------------------- Eriberto R. Scocimara
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