-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RPjohjKr86lBG1amnAG/BZAuiFePFq+XEL2AkAVyECh9myA1ReFcWD9PtUsw3AIK XrQ+ijdiI5E7Ux6L3yqZlA== 0000950123-97-003541.txt : 19970429 0000950123-97-003541.hdr.sgml : 19970429 ACCESSION NUMBER: 0000950123-97-003541 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970428 EFFECTIVENESS DATE: 19970428 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUAKER FABRIC CORP /DE/ CENTRAL INDEX KEY: 0000103341 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 041933106 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25941 FILM NUMBER: 97588254 BUSINESS ADDRESS: STREET 1: 941 GRINNELL ST. CITY: FALL RIVER STATE: MA ZIP: 02721 BUSINESS PHONE: 5086781951 MAIL ADDRESS: STREET 1: 941 GRINNELL ST CITY: FALL RIVER STATE: MA ZIP: 02721 S-8 1 QUAKER FABRIC CORPORATION 1 As filed with the Securities and Exchange Commission on April 28, 1997 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 (I.R.S. Employer Identification incorporation or organization) Number) 941 Grinnell Street Fall River, Massachusetts 02721 (508) 678-1951 (Address of principal executive offices) (Zip code) Quaker Fabric Corporation 1996 Stock Option Plan Non-Qualified Stock Option (Full title of the plans) Cynthia L. Gordan, Esq. Vice President and General Counsel Quaker Fabric Corporation 941 Grinnell Street Fall River, Massachusetts 02721 (508) 678-1951 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- Copies to: Arnold S. Jacobs, Esq. Proskauer Rose Goetz & Mendelsohn LLP 1585 Broadway New York, New York 10036-8299 (212) 969-3000 --------------------------------- CALCULATION OF REGISTRATION FEE
=========================================================================================================== Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered offering price aggregate offering registration per share(1) price fee - ----------------------------------------------------------------------------------------------------------- Common Stock, 100,000 shares $ 8.25 $825,000 $250 par value $0.01 per share - ----------------------------------------------------------------------------------------------------------- Common Stock, 5,000 shares $ 11.00 $ 55,000 $ 17 par value $0.01 per share - ----------------------------------------------------------------------------------------------------------- Total Registration Fee $267 ===========================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. The following documents filed with the Securities and Exchange Commission by Quaker Fabric Corporation, a Delaware corporation (the "Company" or the "Registrant"), are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the fiscal year ended January 4, 1997; (2) the Company's Current Report on Form 8-K, dated as of February 24, 1997; and (3) the description of the Company's Common Stock, par value $0.01 per share, incorporated by reference in the Company's Registration Statement filed on Form 8-A pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended, from the prospectus contained in the Company's Registration Statement filed on Form S-1, Registration No. 33-69002, under the caption "Description of Securities." All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, 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 part thereof from the date of filing such documents. Item 4. Description of Securities. Not applicable. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Company is incorporated in Delaware. Section 145 of the Delaware General Corporation Law grants each corporation organized thereunder the power to indemnify its officers and directors against liability for certain of their acts. Article NINTH of the Company's Certificate of Incorporation provides that the Company shall indemnify any person who was or is a party to any action by reason of the fact that he is or was or has agreed to become a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability incurred by him in connection with such action, 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 Company, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was II-1 3 unlawful. The termination of any 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 interest of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Article EIGHTH of the Company's Certificate of Incorporation provides, except to the extent prohibited by the Delaware General Corporation Law, that no director of the Company shall be liable to the Company for monetary damages for breach of fiduciary duty as a director. In addition, the Company has entered into indemnification agreements with certain of its directors indemnifying such persons against judgments and other expenses incurred in connection with pending or threatened litigation resulting from that director's position with the Company. The Company also provides its directors and officers coverage under a director's and officer's liability insurance policy. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Certificate of Incorporation of the Company, dated May 18, 1987. Incorporated by reference from the Company's Registration Statement on Form S-1, Registration No. 33- 69002, filed with the Securities and Exchange Commission on September 17, 1993. 4.2 By-laws of the Company. Incorporated by reference from the Company's Registration Statement on Form S-1, Registration No. 33-69002, filed with the Securities and Exchange Commission on September 17, 1993. 4.3 Quaker Fabric Corporation 1996 Stock Option Plan. Incorporated by reference from the Company's Registration Statement on Form S-1, Registration No. 333-21957, filed with the Securities and Exchange Commission on February 18, 1997. 4.3 Stock Option Agreement, dated as of July 28, 1995 between Quaker Fabric Corporation and Eriberto R. Scocimara. Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995. 5 Opinion of Proskauer Rose Goetz & Mendelsohn.LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in Exhibit 5). 24 Powers of Attorney. II-2 4 Item 9. Undertakings. (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, 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. (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 the 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 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 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. (c) 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. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 April 25, 1997. Quaker Fabric Corporation By: /s/ Larry A. Liebenow --------------------------- President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ---- /s/ Larry A. Liebenow Director, President and April 25, 1997 - --------------------------- Chief Executive Officer Larry A. Liebenow (Principal Executive Officer) /s/ Paul J. Kelly* Vice President - Finance April 25, 1997 - --------------------------- (Principal Financial Officer Paul J. Kelly and Principal Accounting Officer) /s/ Sangwoo Ahn* Director April 25, 1997 - --------------------------- Sangwoo Ahn /s/ Perry J. Lewis* Director April 25, 1997 - --------------------------- Perry J. Lewis /s/ Eriberto R. Scocimara* Director April 25, 1997 - --------------------------- Eriberto R. Scocimara /s/ Ira Starr* Director April 25, 1997 - --------------------------- Ira Starr * By Larry A. Liebenow Attorney-in-Fact /s/ Larry A. Liebenow - --------------------------- Larry A. Liebenow
II-4 6 Exhibit Index 4.1 Certificate of Incorporation of the Company, dated May 18, 1987. Incorporated by reference from the Company's Registration Statement on Form S-1, Registration No. 33- 69002, filed with the Securities and Exchange Commission on September 17, 1993. 4.2 By-laws of the Company. Incorporated by reference from the Company's Registration Statement on Form S-1, Registration No. 33-69002, filed with the Securities and Exchange Commission on September 17, 1993. 4.3 Quaker Fabric Corporation 1996 Stock Option Plan. Incorporated by reference from the Company's Registration Statement on Form S-1, Registration No. 333-21957, filed with the Securities and Exchange Commission on February 18, 1997. 4.3 Stock Option Agreement, dated as of July 28, 1995 between Quaker Fabric Corporation and Eriberto R. Scocimara. Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995. 5 Opinion of Proskauer Rose Goetz & Mendelsohn.LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in Exhibit 5). 24 Powers of Attorney. EX-5 2 OPINION OF PROSKAUER ROSE GOETZ & MENDELSOHN, LLP 1 EXHIBIT 5 April 25, 1997 Quaker Fabric Corporation 941 Grinnell Street Fall River, Massachusetts 02721 Dear Sirs: We are acting as counsel to Quaker Fabric Corporation, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended, and the rules and regulations thereunder, relating to the registration of 105,000 shares (the "Shares") of common stock, par value $0.01 per share, of the Company. The Shares are to be issued by the Company upon exercise of certain non-qualified stock options (the "Options") granted and to be granted to (i) certain employees of the Company pursuant to the Company's 1996 Stock Option Plan (the "Plan") and (ii) a director of the Company pursuant to a Stock Option Agreement (the "Director Option Agreement"). As such counsel, we have participated in the preparation of the Registration Statement, and have reviewed the corporate proceedings in connection with the adoption of the Plan and the Director Option Agreement and have also examined and relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of all such corporate records, documents, agreements, and instruments relating to the Company, and certificates of public officials and of representatives of the Company, and have made such investigations of law, and have discussed with representatives of the Company and such other persons such questions of fact, as we have deemed proper and necessary as a basis for the rendering of this opinion. Based upon, and subject to, the foregoing, we are of the opinion that the Shares are duly authorized and, upon exercise of the Options in accordance with the terms of the Plan and Director Option Agreement against payment of the exercise price therefor, and upon compliance with applicable securities laws, will be, assuming no change in the applicable law or pertinent facts, validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ PROSKAUER ROSE GOETZ & MENDELSOHN LLP EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated February 11, 1997 included (or incorporated by reference) in Quaker Fabric Corporation's Form 10-K for the year ended January 4, 1997. ARTHUR ANDERSEN LLP Boston, Massachusetts April 22, 1997 EX-24 4 POWERS OF ATTORNEY 1 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Larry A. Liebenow, Cynthia L. Gordan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act, without the other, for him and in his name, place, and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Quaker Fabric Corporation, and any or all amendments (including post-effective amendments) thereto, relating to the registration, under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be issued pursuant to the Company's 1996 Stock Option Plan and the Non-Qualified Stock Option and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, their substitute or substitutes may lawfully do or cause to be done by virtue hereof. April 25, 1997 /s/ Larry A. Liebenow ------------------------- Larry A. Liebenow /s/ Paul J. Kelly ------------------------- Paul J. Kelly /s/ Sangwoo Ahn ------------------------- Sangwoo Ahn /s/ Perry J. Lewis ------------------------- Perry J. Lewis /s/ Eriberto R. Scocimara ------------------------- Eriberto R. Scocimara /s/ Ira Starr ------------------------- Ira Starr -----END PRIVACY-ENHANCED MESSAGE-----