-----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, Cbb6hdfLER5qXwYhryT6BZbp1JZka2NlcFoL+Wl2xoFT3agPeXQANdb7zg3jh+Gv EJkfg8QGGIv1qsT3IYgLJg== 0000910680-99-000023.txt : 19990201 0000910680-99-000023.hdr.sgml : 19990201 ACCESSION NUMBER: 0000910680-99-000023 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAY LESLIE CO INC CENTRAL INDEX KEY: 0000796226 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 133197085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-68569 FILM NUMBER: 99515765 BUSINESS ADDRESS: STREET 1: 1412 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2122214000 MAIL ADDRESS: STREET 1: 1412 BROADWAY STREET 2: 1 PASSAN DRIVE CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: FAY LESLIE COMPANIES INC DATE OF NAME CHANGE: 19920703 POS AM 1 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 As filed with the Securities and Exchange Commission on January 28, 1999. Registration No. 333-68569 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST - EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ THE LESLIE FAY COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 2335 13-3197085 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 1412 Broadway New York, NY 10018 (212) 221-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) John J. Pomerantz, Chairman of the Board The Leslie Fay Company, Inc. 1412 Broadway New York, NY 10018 (212) 221-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of communications to: Michael J. Shef, Esq. Parker Chapin Flattau & Klimpl, LLP 1211 Avenue of the Americas New York, New York 10036 Telephone No.: (212) 704-6000 Facsimile No.: (212) 704-6288 If any of the 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| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. ------------------------------------------- The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any selling stockholders. Securities and Exchange Commission registration fee $ 4,873.16 Legal fees and expenses 35,000.00 Accounting fees and expenses 25,000.00 Miscellaneous 1,126.84 ----------- Total $ 66,000.00 =========== Item 16. Exhibits and Financial Statement Schedules. ------------------------------------------ (a) Exhibits: The following exhibits are filed as part of this registration statement: Exhibit Number Description - -------- ----------- 2.1 Amended Joint Plan of Reorganization.(2) 3.1(a) Restated Certificate of Incorporation of the registrant.(2) 3.1(b) Amendment to Restated Certificate of Incorporation of the registrant.(4) 3.2 Amended and Restated By-laws of the registrant.(2) 4.1* Specimen Copy of Stock Certificate for shares of Common Stock of the registrant. 4.2 Revolving Credit Agreement dated June 2, 1997 between Leslie Fay Marketing, Inc. ("LFM") and the CIT Group/Commercial Services, Inc. ("CIT").(2) 4.3 First Amendment dated February 23, 1998 to the Revolving Credit Agreement between LFM and CIT.(5) 4.4 Second Amendment dated March 31, 1998 to the Revolving Credit Agreement between LFM and CIT.(5) 4.5 Third Amendment dated October 28, 1998 to the Revolving Credit Agreement between LFM and CIT.(9) 5.1* Opinion of Parker Chapin Flattau & Klimpl, LLP as to the legality of securities being registered. -2- Exhibit Number Description - ------- ----------- 10.1 Employment Agreement dated as of January 4, 1998 between the registrant and John J. Pomerantz.(8) 10.2 Employment Agreement dated as of January 4, 1998 between the registrant and John Ward.(8) 10.3 Employment Agreement dated as of January 4, 1998 between the registrant and Dominick Felicetti.(8) 10.4 Employment Agreement dated as of January 4, 1998 between the registrant and Warren T. Wishart.(8) 10.5 1997 Management Stock Option Plan.(6) 10.6 1997 Non-Employee Director Stock Option and Stock Incentive Plan.(7) 10.7 Factoring Agreement dated June 4, 1997 between LFM and CIT.(2) 10.8 Lease Agreement dated December 13, 1989 between 1412 Broadway Associates and the Company, modified as of July 31, 1990 and August 1, 1990, for certain premises located at 141 Broadway, New York, New York.(1) 10.9 Modification of Lease Agreement dated August 11, 1998 between Fashion Gallery Owners (formerly 1412 Broadway Associates) and the Company for certain premises located at 1412 Broadway, New York, New York.(8) 10.10 Lease Agreement dated August 1, 1997 between John J. Passan and the registrant for certain premises located at One Passan Drive, Borough of Laflin, Luzerne County, Pennsylvania.(3) 21.1 List of Subsidiaries.(5) 23.1 Consent of Arthur Andersen LLP. (included in original filing) 23.2* Consent of Parker Chapin Flattau & Klimpl, LLP (included in their opinion filed as Exhibit 5.1) 24.1 Power of Attorney (included in original filing) - ----------------------- * filed herewith (1) Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 28, 1996. (2) Incorporated by reference to Current Report on Form 8-K for an event dated June 4, 1997. (3) Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended July 5, 1997. -3- (4) Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended October 4, 1997. (5) Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended January 3, 1998. (6) Incorporated by reference to the Company's Registration Statement on Form S-8 relating to shares under the 1997 Management Stock Option Plan. (7) Incorporated by reference to the Company's Registration Statement on Form S-8 relating to shares under the 1997 Non-Employee Director Stock Option and Stock Incentive Plan. (8) Incorporated by reference to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 1998. (9) Incorporated by reference to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 1998. (b) Financial Statement Schedules: See Index to Consolidated Financial Statements -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 28th day of January, 1999. The Leslie Fay Company, Inc. By: /s/ Warren T. Wishart ---------------------------- Warren T. Wishart Senior Vice President - Administration and Finance, Chief Financial Officer and Treasurer 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 - ---------- ----- ---- * Chief Executive Officer and January 28, 1999 - ---------------------- Chairman of the Board of Directors John J. Pomerantz /s/ Warren T. Wishart Chief Financial and Accounting January 28, 1999 - ---------------------- Officer Warren T. Wishart * Director January 28, 1999 - ---------------------- Clifford B. Cohn * Director January 28, 1999 - ---------------------- Mark B. Dickstein * Director January 28, 1999 - ---------------------- Chaim Y. Edelstein * Director January 28, 1999 - ---------------------- Mark Kaufman * Director January 28, 1999 - ---------------------- Bernard Olsoff * Director January 28, 1999 - ---------------------- Robert L. Sind * Director January 28, 1999 - ---------------------- John A. Ward *By: /s/ Warren T. Wishart - --------------------------- Warren T. Wishart Attorney-in-fact -5- EX-4.1 2 SPECIMEN COPY OF STOCK CERTIFICATE - --------- ------------ NUMBER SHARES GRAPHICS ------------ LF 3025 - ---------- COMMON STOCK THE LESLIE FAY COMPANY, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP 527016 10 9 IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.01 EACH OF The Leslie Fay Company, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the signatures of the duly authorized officers of the Corporation. Dated: - --------- LESLIE FAY - --------- COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK) /s/ John J. Pomerantz TRANSFER AGENT corporate CHAIRMAN OF THE BOARD AND REGISTRAR seal BY /s/ Warren T. Wishart AUTHORIZED OFFICER SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER & SECRETARY THE LESLIE FAY COMPANY, INC. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations; TENCOM - as tenants in common UNIF GIFT MIN ACT - ____Custodian_____ TENENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gifts to Minors survivorship and not as tenants Act ___________________ in common (State) Additional abbreviations may also be used though not in the above list. For value received, _____________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE --------------------------------------- --------------------------------------- (PLEASE PRINT OR TYPE OR WRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ _______________________________________________________________________ shares of the capital stock represented by the within Certificate, and do hereby irrevocably to constitute and appoint _______________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated________________________________ ________________________________________________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OF ANY CHANGE WHATEVER. Signatures(s) Guaranteed: - -------------------------------------------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EX-5.1 3 OPINION OF PARKER CHAPIN PARKER CHAPIN FLATTAU & KLIMPL, LLP 1211 Avenue of the Americas New York, NY 10036 (212) 704-6000 January 28, 1999 The Leslie Fay Company, Inc. 1412 Broadway New York, New York 10018 Ladies and Gentlemen: We have acted as counsel to The Leslie Fay Company, Inc. (the "Company") in connection with its filing of the Registration Statement on Form S-1 (File No. 333-68569) filed with the Securities and Exchange Commission on December 9, 1998 (the "Registration Statement") relating to up to 2,525,844 shares (the "Shares") of the Company's Common Stock, par value $0.01 per share (the "Common Stock") to be sold by certain stockholders of the Company. In connection with the foregoing, we have examined, among other things, the Registration Statement and originals or copies, satisfactory to us, of all such corporate records and of all such agreements, certificates and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents submitted to us as copies. As to any facts material to such opinion, we have, to the extent that relevant facts were not independently established by us, relied on certificates of public officials and certificates, oaths and declarations of officers or other representatives of the Company. Based upon the foregoing, we are of the opinion that the Shares were validly authorized and legally issued, and are fully paid and non-assessable. We hereby consent to the use of our name under the caption "Legal Matters" in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP -----END PRIVACY-ENHANCED MESSAGE-----