-----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, WWIK3DwKXIlP2Uyf/J4oLI7A6UZ/xns+0zRqkrCEb+YG5Fn165nc5+ckFTNu8qej c2wHZd+mEVzt35E1fnD27Q== 0000039917-00-000002.txt : 20000428 0000039917-00-000002.hdr.sgml : 20000428 ACCESSION NUMBER: 0000039917-00-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000427 EFFECTIVENESS DATE: 20000427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARAN INC CENTRAL INDEX KEY: 0000039917 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 135665557 STATE OF INCORPORATION: VA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35710 FILM NUMBER: 610239 BUSINESS ADDRESS: STREET 1: 350 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10118 BUSINESS PHONE: 2125632000 MAIL ADDRESS: STREET 1: 350 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10118 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 27, 2000 Registration No. 333-______ ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Containing a Reoffer Prospectus on Form S-3 Garan, Incorporated (Exact name of registrant as specified in its charter) Virginia No. 0005665557 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 350 Fifth Avenue New York, New York 10118 (212) 563-2000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------- Garan, Incorporated 1999 Restricted Stock Plan (Full title of the plan) ---------------- Marvin S. Robinson, Esq. Tannenbaum Dubin & Robinson, LLP 1140 Avenue of the Americas New York, New York 10036 (212) 302-2900 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] CALCULATION OF REGISTRATION FEE ============================================================================== Proposed Proposed Maximum Maximum Title of Each Amount Offering Aggregate Amount of Class of Securities to be Price Per Offering Registration to be Registered Registered Share Price Fee - ------------------------------------------------------------------------------ Garan, Incorporated 1999 Restricted Stock Plan Common Stock (no par value) 160,000 $26.75(1) $4,280,000 $1,130 - ------------------------------------------------------------------------------ (1) All such shares have been issued pursuant to the Company's Restricted Stock Plan at the indicated proposed maximum offering price per share. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1933, as amended, and, in accordance therewith, files reports, proxy statements, and other information with the Securities and Exchange Commission ("Commission"). Such reports, proxy statements, and other information are available for inspection and copying at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the following regional offices of the Commission: 7 World Trade Centre, Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. Copies of such material also can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 at prescribed rates. The Company will provide without charge to each person to whom a copy of the Prospectus included in this Registration Statement is delivered, upon written or oral request of such person, a copy of any and all of the information that has been incorporated by reference in such Prospectus and any Registration Statement containing such Prospectus (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference in the information that such Prospectus and any Registration Statement containing such Prospectus incorporates). Such requests should be made to Alexander J. Sistarenik, Treasurer, Garan, Incorporated, 350 Fifth Avenue, New York, New York 10118, (212) 563-2000. PROSPECTUS ---------- GARAN, INCORPORATED 160,000 Shares COMMON STOCK No par value This Prospectus relates to the offer and sale of 160,000 shares ("Shares") of common stock, no par value ("Common Stock"), of Garan, Incorporated ("Company") which may be offered hereby from time to time by any or all of the selling stockholders named herein ("Selling Stockholders") for their own benefit. The Company will not receive any of the proceeds from the sale of the Shares of Common Stock by the Selling Stockholders. The Company's Common Stock is listed on the American Stock Exchange under the symbol "GAN". The Common Stock offered hereby involves risk. See "Risk Factors". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person has been authorized to give any information or to make any representation other than those contained in this Prospectus in connection with the offering made hereby, and if given or made, such information or representation must not be relied upon as having been authorized by the Company or by any other person. Neither the delivery of this Prospectus nor any sale made hereunder shall create, under any circumstances, any implication that information herein is correct as of any time subsequent to the date hereof. This Prospectus does not constitute an offer to sell or a solicitation of any offer to buy any security other than the securities covered by this Prospectus, nor does it constitute an offer to or solicitation of any person in any jurisdiction in which such offer or solicitation may not be lawfully made. The date of this Prospectus is April 27, 2000 THE COMPANY The Company's principal office is located at 350 Fifth Avenue, New York, New York 10118, and its telephone number is (212) 563-2000. RISK FACTORS This Prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), that involve certain risks and uncertainties. Discussions containing such forward-looking statements may be found in the material set forth below as well as in this Prospectus generally, including the documents incorporated by reference herein. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," and similar expressions are intended to identify forward-looking statements. The Company's actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those appearing elsewhere in this Prospectus and in the documents incorporated by reference herein. These forward-looking statements are made as of the date of this Prospectus and the Company assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ materially from those anticipated in such forward-looking statements. In addition to the other information in this Prospectus, the following risk factors should be considered carefully in evaluating the Company and its business before purchasing the Common Stock offered by this Prospectus. No Assurance of Profitability. Although the Company has been profitable for a substantial number of years, there can be no assurance that the Company will be profitable in any future period. Future operating results will depend on many factors, including conditions in the apparel industry generally, market acceptance of the Company's products, competition, and the other factors set forth in these "Risk Factors." Dependence on Relationship with Wal-Mart. During the Company's fiscal years ended September 30, 1999, 1998, and 1997, sales to Wal-Mart Stores, Inc. ("Wal-Mart") were approximately $204 million, $155 million, and $109 million, respectively, and accounted for 89%, 80%, and 71%, respectively, of the Company's net sales. While sales to Wal-Mart have increased significantly in the last several years both in absolute dollars and as a percentage of the Company's net sales, generally these sales are on a seasonal or multi-seasonal basis, meaning that there can be no assurance that, or the extent to which, Wal-Mart will continue to do business with the Company at any particular volume. If for any reason there were a substantial reduction in the amount of the Company's business with Wal-Mart, the effect upon the Company's business, operating results, and financial condition would be significant. Competition. The apparel business in the United States is highly competitive, and no single enterprise sells more than a small portion of the total apparel sold in the United States. The Company competes with numerous domestic and foreign entities, and it is possible that one or more of such competitors could win orders sought by the Company. In addition, the Company's customers are increasingly sourcing and importing apparel products for their own account and could do so in lieu of ordering such items from the Company. There can be no assurance that the Company will be able to compete successfully with existing or new competitors or that competition or customer direct sourcing and importing will not have a material adverse effect on the Company's business, operating results, and financial condition. Attracting and Retaining Key Employees. The Company believes that its future success will depend in significant part on its ability to attract and retain highly skilled management and production personnel, particularly for its Central American facilities, and sales personnel. Competition for such personnel is intense, and the failure to obtain or loss of one or more of the Company's key personnel could have a material adverse impact on the Company's business, operating results, and financial condition. Central American Operations. A substantial portion of the Company's production takes place in Central America, and such portion has increased over the last several years. While the Company knows of no risks associated with its Central American operations, political instability or other events of a local nature could disrupt the Company's operations and its ability to transport goods to and from the region, and such disruption could have a material adverse impact on the Company's business, operating results, and financial condition. Availability of Raw Materials. Raw materials, such as fabric, thread, trimmings, and the like, are essential to the Company's business. While raw materials are readily available to the Company from various alternate sources of supply, any disruption in the Company's ability to obtain raw materials of usable quality in sufficient quantities could have a material adverse impact on the Company's business, operating results, and financial condition. Antitakeover Effects of the Company's Rights Plan, Charter, and By-laws. On April 21, 1993, the Company adopted an Amended and Restated Rights Agreement ("Rights Plan") pursuant to which shareholders were granted one right for each share of Common Stock held by them. In the event 20% or more of the Company's stock is acquired by any one person, other shareholders have the right with respect to each share of Common Stock held by them to purchase for a purchase price of $90 such number of shares of Common Stock as has a market value equal to twice that amount. In addition, the Company's Board of Directors has the authority to issue up to 500,000 shares of Preferred Stock and to determine the price, preferences, privileges, and restrictions, including voting rights, of those shares without any further vote or action by the shareholders. The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. The issuance of Common Stock pursuant to the Rights Plan or the issuance of Preferred Stock may have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of the Company. In addition, pursuant to the Company's By-laws, each director is elected for a term of three years and the terms are staggered so that only one-third of the directors are elected each year. These provisions could have the effect of delaying any change in the constitution of the Board of Directors of the Company as a result of a third- party acquiring a majority of the outstanding voting stock of the Company. The Rights Plan and the Charter and By-law provisions referred to in this paragraph may have the effect of discouraging, delaying, or preventing a merger, tender offer, or proxy contest involving the Company, which could adversely the market price of the Company's Common Stock. USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Shares of Common Stock by the Selling Stockholders. THE SELLING STOCKHOLDERS This Prospectus relates to possible sales by stockholders of the Company of Shares issued pursuant to the Company's Restricted Stock Plan. The following table shows the names of the Selling Stockholders, the number of outstanding Shares of Common Stock of the Company beneficially owned by each of them as of April 27, 2000, and the number of Shares available for resale hereunder, subject to terms of the Company's Restricted Stock Plan. Because the Selling Stockholders may sell all or part of their Shares pursuant to this Prospectus, no estimate can be given as to the amount of Shares that will be held by each Selling Stockholder upon termination of this offering. SELLING STOCKHOLDER TABLE Number of Number of Shares Shares Available Beneficially For Sale Name Owned Percent Hereunder - ------ ------------ ------- ---------------- Lichtenstein, Seymour.............. 722,650 (1) 13.6% 65,670 Kamiel, Jerald..................... 160,175 (2) 3.0% 44,775 Wilson, William J.................. 72,425 (3) 1.4% 26,865 Faver, Rodney...................... 62,412 1.2% 22,690 - ----------- * Less than 1%. (1) Includes 19,200 shares owned by The Lichtenstein Foundation, Inc., a charitable foundation of which Mr. Lichtenstein is president and a director, 100 shares owned by Mr. Lichtenstein's wife as custodian for their son, 4,012 shares owned by Mr. Lichtenstein's wife, and 12,500 shares subject to options currently exercisable by Mr. Lichtenstein's wife. (2) Includes 20,000 shares subject to options currently exercisable. (3) Includes 17,000 shares subject to options currently exercisable. PLAN OF DISTRIBUTION The Shares offered hereby are being sold by the Selling Stockholders for their own account. The Company will not receive any of the proceeds from this offering. It is anticipated that the Selling Stockholders may from time to time make sales of all or part of the Shares of Common Stock covered by this Prospectus over the American Stock Exchange, by block trading, in negotiated transactions, or otherwise at prices then prevailing or in private transactions at negotiated prices. In addition to sales under this Prospectus, the Selling Stockholders also may effect sales of Shares of Common Stock covered by this Prospectus pursuant to Rule 144 promulgated under the Act. All the foregoing transactions will be made without payment of any underwriting commissions or discounts, other than the customary brokers' fees normally paid in connection with such transactions. The Selling Stockholders will have the right to withdraw the offered Shares prior to sale. There is no present plan of distribution. LEGAL MATTERS The validity of the issuance of the Shares offered hereby will be passed upon by Tannenbaum Dubin & Robinson, LLP, New York, New York. As of April 24, 2000, Marvin S. Robinson, a director and the Vice President--General Counsel and the Secretary of the Company and a member of Tannenbaum Dubin & Robinson, LLP, owned 5,956 shares of the Company's Common Stock having a market value on such date of $126,565. EXPERTS The financial statements of the Company included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999, are incorporated herein by reference, and audited financial statements to be included in subsequently filed documents will be incorporated herein, in reliance on the report of Citrin Cooperman & Company, LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed with the Commission are incorporated by reference in this Prospectus: (a) The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999; (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1999; (c) All documents subsequently filed with the Commission by Securities the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered herein 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 a part hereof from the date of filing of such documents. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Virginia Stock Corporation Act gives Virginia corporations the power to indemnify their present and former officers and directors under certain circumstances, and the Restated Articles of Incorporation of the Company state that: "Each person made a party to any action, suit, or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Corporation, or of any corporation which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any rights to which such director, officer, or employee may be entitled under any By-law, agreement, vote of stockholders or otherwise." In addition the Company has entered into indemnification agreements with each of its officers and directors in which it has agreed to indemnify each such individual for actions taken on behalf of the Company in which the officer or director believed that his conduct was at least not opposed to the best interests of the Company and the officer or director was not adjudged liable to the Company. The Company maintains, on behalf of its present and former directors and officers, insurance protection against certain liabilities arising out of the discharge of their duties and also insurance covering the Company against indemnification payments to its directors and officers for certain liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. ============================================================================== No dealer, salesperson or any other person has been authorized to give any information or to make any representations not contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or the Selling Stockholders. This Prospectus does not constitute an offer to sell, or solicitation of an offer to sell, any securities other than the registered securities to which it relates, or an offer to or solicitation of any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create an implication that the information contained herein is correct as of any time subsequent to the date hereof. ------------------- TABLE OF CONTENTS Page ---- Available Information....................................... __ The Company................................................. __ Risk Factors................................................ __ Use of Proceeds............................................. __ The Selling Stockholders.................................... __ Plan of Distribution........................................ __ Legal Matters............................................... __ Experts..................................................... __ Incorporation of Certain Information by Reference........... __ Indemnification of Directors and Officers................... __ ------------------- ============================================================================== 160,000 Shares GARAN, INCORPORATED Common Stock ---------- PROSPECTUS ---------- April 27, 2000 ============================================================================== 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 ("Commission") are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999. (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1999. (c) All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the securities Exchange Act of 1934, as amended ("Exchange Act") prior to the filing of a post-effective amendment which indicates that all securities offered herein 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 a part hereof from the date of filing of such documents. The Company will provide, without charge, to each person to whom this Registration Statement is delivered, on written or oral request, a copy of any or all of the foregoing documents. Requests should be directed to Mr. Alexander J. Sistarenik, Treasurer, Garan, Incorporated, 350 Fifth Avenue, New York, New York 10118, (212) 563-2000. Item 4. Description of Securities Not applicable. Item 5. Interest of Named Experts and Counsel Counsel to the Company, Tannenbaum Dubin & Robinson, LLP, 1140 Avenue of the Americas, New York, New York 10036, has rendered an opinion to the effect that the Common Stock offered hereby have been duly authorized and are validly issued, fully paid, and non-assessable. As of April 24, 2000, Marvin S. Robinson, a director and the Vice President-General Counsel and Secretary of the Company and a member of Tannenbaum Dubin & Robinson, LLP, owned 5,956 shares of the Company's Common Stock having a market value, as of such date, of $126,565. Item 6. Indemnification of Directors and Officers The Virginia Stock Corporation Act gives Virginia corporations the power to indemnify their present and former officers and directors under certain circumstances, and the Restated Articles of Incorporation of the Company state that: "Each person made a party to any action, suit, or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Corporation, or of any corporation which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any rights to which such director, officer, or employee may be entitled under any By-law, agreement, vote of stockholders or otherwise." In addition the Company has entered into indemnification agreements with each of its officers and directors in which it has agreed to indemnify each such individual for actions taken on behalf of the Company in which the officer or director believed that his conduct was at least not opposed to the best interests of the Company and the officer or director was not adjudged liable to the Company. The Company maintains, on behalf of its present and former directors and officers, insurance protection against certain liabilities arising out of the discharge of their duties and also insurance covering the Company against indemnification payments to its directors and officers for certain liabilities. Item 7. Exemption From Registration Claimed Not Applicable. Item 8. Exhibits Exhibit No. Description of Exhibit -------------- ------------------------------------------------ Exhibit 4.1 Restated Articles of Incorporation of the Company dated May 15, 1986 (filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1988, and incorporated herein by reference). Exhibit 4.2. Articles of Amendment of the Restated Articles of Incorporation of the Company dated May 10, 1988 (filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1988, and incorporated herein by reference). Exhibit 4.3. Articles of Amendment of the Restated Articles of Incorporation dated November 9, 1992 (filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1992, and incorporated herein by reference). Exhibit 4.4 By-Laws, as amended through April 21, 1993, of the Company (filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, and incorporated herein by reference). Exhibit 4.5 Garan, Incorporated 1999 Restricted Stock Plan. Exhibit 5.1 Opinion of Tannenbaum Dubin & Robinson, LLP. Exhibit 23.1 Consent of Tannenbaum Dubin & Robinson, LLP (contained in Exhibit 5.1). Exhibit 23.2 Consent of Citrin Cooperman & Company, LLP. Exhibit 24.1 Power of Attorney (included as part of the signature page to this Registration Statement). The Company will provide, without charge, to each person to whom this Registration Statement is delivered, on written or oral request, a copy of any and all of the foregoing documents. Requests should be directed to Mr. Alexander J. Sistarenik, Treasurer, Garan, Incorporated, 350 Fifth Avenue, New York, New York 10118, (212) 563-2000. Item 9. Undertakings (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended ("Securities Act"). (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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 that 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that contains a form of prospectus 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 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company 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 Company, unless in the opinion of its counsel the matter has been settled by controlling precedent, will submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the Company, Garan, Incorporated, 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, on this 26th day of April, 2000. GARAN, INCORPORATED /S/ SEYMOUR LICHTENSTEIN ------------------------------------------- Seymour Lichtenstein, Chairman of the Board Principal Executive Officer EXHIBIT 24.1 POWER OF ATTORNEY We, the undersigned officers and directors of Garan, Incorporated, hereby severally constitute and appoint Seymour Lichtenstein and William J. Wilson, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable Garan, Incorporated to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto. 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. Signature Title Date - ---------- ----- ---- /S/ SEYMOUR LICHTENSTEIN Chairman of the Board April 26, 2000 - --------------------------- (Principal Executive Officer) Seymour Lichtenstein /S/ WILLIAM J. WILSON Vice President - Finance and April 26, 2000 - --------------------------- Administration (Principal William J. Wilson Financial and Accounting Officer) /S/ STEPHEN J. DONOHUE Director April 26, 2000 - ----------------------- Stephen J. Donohue /S/ RODNEY FAVER Director April 26, 2000 - ----------------------- Rodney Faver /S/ JERALD KAMIEL Director April 26, 2000 - ----------------------- Jerald Kamiel /S/ RICHARD A. LICHTENSTEIN Director April 26, 2000 - ----------------------- Richard A. Lichtenstein /S/ FRANK MARTUCCI Director April 26, 2000 - ----------------------- Frank Martucci /S/ PERRY MULLEN Director April 26, 2000 - ----------------------- Perry Mullen /S/ MARVIN S. ROBINSON Director April 26, 2000 - ----------------------- Marvin S. Robinson Exhibit Index - ------------- Sequentially Exhibit Numbered Number Description Page -------- ----------- ---- 4.1. Restated Articles of Incorporation of the Company dated May 15,1986 (filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1988, and incorporated herein by reference). 4.2. Articles of Amendment of the Restated Articles of Incorporation of the Company dated May 10, 1988 (filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1988, and incorporated herein by reference). 4.3. Articles of Amendment of the Restated Articles of Incorporation dated November 9, 1992 (filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1992, and incorporated herein by reference) 4.4. By-Laws as amended through April 21, 1993, of the Company (filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, and incorporated herein by reference). 4.5 Garan Incorporated 1999 Restricted Stock Plan. 5.1 Opinion of Tannenbaum Dubin & Robinson, LLP. 23.1 Consent of Tannenbaum Dubin & Robinson, LLP (contained in Exhibit 5.1). 23.2 Consent of Citrin Cooperman & Company, LLP. 24.1 Power of Attorney (included as part of the signature page to this Registration Statement). EX-4.5 2 GARAN, INCORPORATED 1999 RESTRICTED STOCK PLAN EXHIBIT 4.5 GARAN, INCORPORATED 1999 RESTRICTED STOCK PLAN SECTION I Establishment, Purpose, and Duration 1.1. Garan, Incorporated hereby establishes an incentive compensation plan known as the Garan, Incorporated 1999 Restricted Stock Plan to permit the grant of restricted stock to certain selected employees of Garan, Incorporated and its subsidiaries. 1.2. The purpose of the Garan, Incorporated 1999 Restricted Stock Plan is to provide an increased incentive for the participating employees to contribute to the future success and prosperity of Garan, Incorporated, to link the personal interest of the participating employees with the Garan, Incorporated shareholders so that the value of the Garan, Incorporated Common Stock is enhanced for the benefit of its shareholders, and to increase the ability of Garan, Incorporated and its subsidiaries to retain individuals of exceptional skill. 1.3. The Garan, Incorporated 1999 Restricted Stock Plan shall be effective on May 7, 1999, and remain effective until all shares of Common Stock subject to it shall have been granted and fully vested. SECTION II Definitions and Construction 2.1. The following terms used in this 1999 Restricted Stock Plan shall have the respective meanings set forth in this Section. Board shall mean the Board of Directors of Garan. Cause shall mean, with respect to a Grantee, the commission by the Grantee of one or more acts which constitute an indictable crime under Federal, state, or local law, each as may be determined in good faith by written resolution adopted by a majority of the members of the Board at a meeting duly called and held for that purpose after reasonable notice to the Grantee and opportunity for the Grantee and his or her counsel to be heard. Change in Control shall mean: (a) Continuing Directors no longer constitute at least a majority of the Board; (b) any person or group of persons (as defined in Rule 13d-5 under the Exchange Act), together with its affiliates, become the beneficial owner, directly or indirectly, of at least 40% of Garan's then outstanding Common Stock; (c) the approval by Garan's shareholders of the merger or consolidation of Garan with any other corporation, the sale of substantially all of the assets of Garan, or the liquidation or dissolution of Garan unless, in the case of a merger or consolidation, the Continuing Directors in office immediately prior to such merger or consolidation will constitute at least a majority of directors of the surviving corporation of such merger or consolidation and any parent (as such terms is defined in Rule 12b-2 under the Exchange Act) of such corporation, and such surviving corporation (and such parent, if any) shall have at least five directors; or (d) at least a majority of the Continuing Directors in office immediately prior to any other action proposed to be taken by Garan's shareholders or by the Board determines that such proposed action, if taken, would constitute a change of control of Garan and such proposed action is thereafter taken. Committee shall mean the Compensation Committee appointed by the Board. Common Stock shall mean the Common Stock, no par value, of Garan. Company shall mean Garan, Incorporated and its Subsidiaries. Continuing Director shall mean any individual who is a member of the Board on May 7, 1999, or is designated after such date (before such person's initial election as a director) as a Continuing Director by a majority of the then Continuing Directors. Disabled shall mean that a Grantee, in the reasonable opinion of the Committee, has been unable for a period of 90 consecutive days or for an aggregate of 120 days during any period of 360 consecutive days to substantially carry out the duties customarily performed by him or her for the Company because of psychological, emotional, or physical reasons. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean with respect to a share of Common Stock granted as a Stock Award, the reported closing price of the Common Stock on the trading day prior to the date on which the Stock Award was granted or, if there was no reported sale of Common Stock on that day, than the reported closing price on the next preceding trading day on which there was such a sale. Garan shall mean Garan, Incorporated Grantee shall mean an individual who has been granted a Stock Award. Parent Corporation shall mean a parent corporation, as defined in Section 424(e) of the Code. Plan shall mean this Garan, Incorporated 1999 Restricted Stock Plan. Restricted Stock Award Agreement shall mean an agreement between Garan and each Grantee setting forth the terms and provisions applicable to his or her Stock Award. Restriction Period shall mean the period beginning on the date of a Stock Award and ending on the earlier of (a) the day prior to the fifth anniversary of the date of the Stock Award, (b) the date of death of the Grantee if such death occurs while the Grantee is in the employ of the Company, (c) the date that the Grantee becomes Disabled if such event occurs while the Grantee is in the employ of the Company, or (d) the date of a Change in Control. Stock Award shall mean shares of Common Stock awarded to a Grantee in accordance with Section 5.1. Subsidiary shall mean a subsidiary corporation, as defined in Section 424(f) of the Code. Termination of Employment shall mean the voluntary termination, including retirement, by a Grantee of his or her employment or consulting relationship with the Company or a termination by the Company of a Grantee's employment without Cause but shall exclude a change from employee to consultant status. Termination With Cause shall mean a termination by the Company of a Grantee's employment for Cause. 2.2. When used in this Plan, unless the context clearly indicates to the contrary, (a) the singular shall include the plural and (b) if a defined term is intended, it shall be capitalized. SECTION III Administration 3.1. Except as otherwise provided in the Plan, and subject to Section 3.2, the Committee shall administer the Plan and shall have full power to grant Stock Awards in such amounts as the Committee may determine, to determine whether a Grantee shall forfeit any portion of his or her stock grant if the Grantee incurs a Termination of Employment during the Restriction Period, construe and interpret the Plan, establish and amend rules and regulations for administration of the Plan, and perform all other acts relating to the Plan including the delegation of administrative responsibilities which the Committee believes reasonable and proper. 3.2. Subject to the provisions of the Plan and the right of the Board to give specific direction, the Committee shall establish the policies and criteria pursuant to which it shall grant Stock Awards and administer the Plan and, in its discretion, shall determine which employees of the Company shall be granted Stock Awards, the number of shares covered by any such Stock Awards, and the terms and conditions of the Stock Awards. 3.3. Any decision made, or action taken, by the Committee or the Board arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive. SECTION IV Shares Subject to the Plan 4.1. The total number of shares of Common Stock available for awards of Stock Grants under the Plan shall be 160,000, subject to adjustment in accordance with Section VII. These shares may be either authorized and unissued or reacquired shares of Common Stock. If any portion of a Stock Award shall be forfeited, the forfeited shares covered by such Stock Award shall be available for future grants of Stock Awards. SECTION V Eligibility 5.1. Stock Awards may be granted by the Committee to employees of the Company who contribute to the management, direction, and/or overall success of the Company. SECTION VI Terms of Stock Awards 6.1. Each Stock Award shall be evidenced by a Restricted Stock Award Agreement that shall contain the following terms and provisions and such other terms and provisions as the Committee or Board shall determine: 6.1.a. The number of shares of Common Stock granted. 6.1.b. The applicable Restriction Period. 6.1.c. During the Restriction Period (i) a Grantee may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares granted pursuant to a Stock Award, (ii) Garan shall retain custody of the certificates evidencing shares granted pursuant to a Stock Award, and (iii) the Grantee will deliver to Garan a stock power, endorsed in blank, with respect to each Stock Award. 6.1.d. If a Grantee during the Restriction Period incurs a Termination With Cause, all shares granted under his or her Stock Award shall be forfeited. 6.1.e. The Stock Award shall have an initial value equal to Fair Market Value. 6.1.f. Unless the shares of Common Stock granted by the Stock Award are registered on the date of grant of the Stock Award under the Securities Act of 1933, as amended, if counsel to Garan advises that the same is required prior to delivery of the shares granted, the Grantee shall agree to hold such shares for investment only and not with a view to resale or distribution of such shares to the public, and such Grantee shall deliver to Garan a letter to that effect in a form specified by counsel to Garan together with any additional documents specified by counsel, and, in the event that issuance of shares of Common Stock pursuant to a Stock Award is subject to laws, rules, and/or regulations of a jurisdiction other than the United States of America, the Grantee simultaneously shall comply with requirements of counsel to Garan to satisfy the same. 6.2. During the Restriction Period (as set forth in the applicable Restricted Stock Award Agreement), a Grantee will have all rights of a shareholder with respect to all shares of Common Stock granted to him or her as a Stock Award which have not been forfeited, including the right to receive dividends and vote the shares. 6.3. The limitations set forth in Section 6.1.c shall not apply after the Restriction Period to shares granted as a Stock Award; shares of Common Stock granted as a Stock Award shall become freely transferable by the Grantee (subject to the provisions of Section 6.1.f) after the last day of the applicable Restriction Period and the certificates evidencing the shares granted shall be delivered to the Grantee. SECTION VII Adjustments 7.1. If (a) Garan shall at any time be involved in a transaction to which Section 424(a) of the Internal Revenue Code of 1986, as amended, is applicable, (b) Garan shall declare a dividend payable in, or shall subdivide or combine, its Common Stock, or (c) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms of the outstanding Stock Awards, the Committee may take any such action as in its judgment shall be necessary to preserve the Grantee's rights substantially proportionate to the rights existing prior to such event and to the extent that such action shall include an increase or decrease in the number of shares of Common Stock subject to outstanding Stock Awards, the number of shares available under Section IV shall be increased or decreased, as the case may be, proportionately. The judgment of the Committee with respect to any matter referred to in this Section VII shall be conclusive and binding upon each Grantee. SECTION VIII Amendment and Termination of Plan 8.1. The Board may at any time, or from time to time, suspend or terminate the Plan in whole or in part or amend it in such respects as the Board may deem appropriate. 8.2. No amendment, suspension, or termination of this Plan, without a Grantee's consent, shall alter or impair any of the rights or obligations under any Stock Award theretofore granted under the Plan. SECTION IX Government and Other Regulations 9.1. The obligation of Garan to issue, or transfer and deliver, shares for Stock Awards granted under the Plan shall be subject to all applicable laws, regulations, rules, orders, and approvals which shall then be in effect and required by governmental entities and any stock exchanges on which the Common Stock may be traded. SECTION X Miscellaneous Provisions 10.1. The right of the Company to terminate (whether by a Termination With Cause, a Termination Without Cause, or retirement) the Grantee's employment at any time at will or as otherwise provided by any agreement between the Company and the Grantee is specifically reserved. 10.2. All expenses of administering the Plan shall be borne by Garan. 10.3. In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Board and the Committee shall be indemnified by Garan against all costs and expenses reasonably incurred by them in connection with any action, suit, or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Stock Award granted under the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by Garan) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding, except a judgment based upon a finding of bad faith, provided that upon the institution of any such action, suit, or proceeding, a Committee or Board member, in writing, shall give Garan notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee or Board member undertakes to handle and defend it on such member's own behalf. EX-5.1 3 OPINION OF TANNENBAUM DUBIN & ROBINSON, LLP EXHIBIT 5.1 [TANNENBAUM DUBIN & ROBINSON, LLP] April 27, 2000 Garan, Incorporated 350 Fifth Avenue New York, New York 10118 Re: Registration Statement on Form S-8 Relating to the Garan, Incorporated 1999 Restricted Stock Plan ("Plan") ------------------------------------------------------- Gentlemen: This opinion is submitted in connection with the Registration Statement on Form S-8 ("Registration Statement") filed by Garan, Incorporated ("Company") on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 160,000 shares of Common Stock, no par value, of the Company issued pursuant to the Plan. We have examined such corporate documents and records of the Company, certificates of public officials, and such other documents and questions of law as we have deemed necessary or appropriate for the purpose of rendering this opinion. In examining the foregoing, we have assumed, without independent verification, the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to original documents of documents submitted to us as certified or photostatic copies. While nothing has been brought to our attention which leads us to believe that the opinions expressed herein are factually incorrect, we have not, beyond the examination described above, made independent factual investigations for the purpose of rendering this opinion, although we have made such inquiry of officers of the Company as we have deemed necessary for the proper discharge of our responsibilities as counsel to the Company and for the purpose of rendering this opinion. Notwithstanding anything herein to the contrary, whether expressly stated or implied, the opinion hereinafter expressed is subject to the following further qualifications and limitations, whether or not a specific reference is made in this opinion to such qualifications and limitations: A. The effect of applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, statutes, or rules of general application relating to, or affecting, the enforcement of creditors' rights generally, now or hereafter in effect. B. As we are admitted to practice only in the State of New York, this opinion is limited to the laws of the United States and State of New York, and we offer no opinion as to the possible application of laws of other jurisdictions, provided, however, that insofar as this opinion expresses an opinion as to matters of Virginia law, we have relied upon the opinion of Messrs. Hunton & Williams, Richmond, Virginia. C. The effect of rules of law governing specific performance and injunctive relief and such other principles of equity as the courts having jurisdiction may apply at their discretion whether in a proceeding at law or in equity. Based upon the foregoing and upon such other information, documents, and inquiry as we believe necessary to enable us to render this opinion, we are of the opinion that the 160,000 shares of Common Stock issued under the Plan have been duly authorized and are validly issued, fully paid, and non-assessable. Marvin S. Robinson, a member of this firm, is also a director and the Vice President, General Counsel and Secretary of the Company. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Respectfully submitted, /s/ Tannenbaum Dubin & Robinson, LLP ------------------------------------- TANNENBAUM DUBIN & ROBINSON, LLP EX-23.2 4 CONSENT OF CITRIN COOPERMAN & COMPANY, LLP EXHIBIT 23.2 CONSENT OF CITRIN COOPERMAN & COMPANY, LLP INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 10, 1999, on our audits of the consolidated financial statements of Garan, Incorporated as of September 30, 1999 and 1998 filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933. /s/ Citrin Cooperman & Company, LLP ------------------------------------ CITRIN COOPERMAN & COMPANY, LLP New York, New York April 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----