-----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, VrcuQeZBCbJgynhFgd/WD4/GlDg7YYRHs7zE61m5OlJLixoB8rdtJHnD4rt1QxpR t7gH37HXpTEI1zZrYIzSkA== 0000950172-98-000422.txt : 19980430 0000950172-98-000422.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950172-98-000422 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980428 EFFECTIVENESS DATE: 19980428 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARNACO GROUP INC /DE/ CENTRAL INDEX KEY: 0000801351 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 954032739 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51193 FILM NUMBER: 98602949 BUSINESS ADDRESS: STREET 1: 90 PARK AVE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126611300 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: W ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19861117 S-8 1 S-8 As filed with the Security and Exchange Commission on April 28, 1998 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement under the Securities Act of 1933 THE WARNACO GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 95-4032739 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 90 Park Avenue New York, New York 10016 (Address of principal executive offices) THE WARNACO GROUP, INC. 1991 STOCK OPTION PLAN THE WARNACO GROUP, INC. AMENDED AND RESTATED 1993 STOCK PLAN THE WARNACO GROUP, INC. 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS THE WARNACO GROUP, INC. 1997 STOCK PLAN (Full titles of the plans) -------------------- STANLEY P. SILVERSTEIN, ESQ. Vice President, General Counsel and Secretary The Warnaco Group, Inc. 90 Park Avenue New York, New York 10016 (Name and address of agent for service) (212) 661-1300 (Telephone number, including area code, of agent for service) -------------------- CALCULATION OF REGISTRATION FEE Title of Amount Proposed Proposed Amount of Securities to to be maximum maximum registration be registered offering aggregate fee registered price per offering unit price Class A 10,000,000 $40.00 400,000,000 $118,000.00 Common Stock par value $0.01 per share (1) Pursuant to Rule 457 (h) (1) and Rule 457 (c), the proposed maximum offering price per share and the registration fee are based on the reported average of the high and low prices for The Warnaco Group, Inc. Common Stock on the New York Stock Exchange on April 27, 1998. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Pursuant to General Instruction E, the contents of Registrant's Form S-8 (Registration Statement No. 33-60093) filed on June 9, 1995, is hereby incorporated by reference. The registrant, The Warnaco Group, Inc. a Delaware corporation (the "Company"), incorporates by reference in this registration statement the following documents which have been filed with the Securities and Exchange Commission: (a) The Company's Annual Report on form 10-K for the year ended January 3, 1998. (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 3, 1998. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 incorporated by reference herein and to be a part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that any statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statements. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the shares of the Common Stock offered hereby will be passed upon for the Company by Stanley P. Silverstein, Esq., General Counsel to the Company. Mr. Silverstein beneficially owns 292,812 shares of the Company's Common Stock which number includes vested but unexercised options to acquire 236,539 shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Not applicable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS. Not applicable. ITEM 8. EXHIBITS. Exhibits 5.1 Opinion of Stanley P. Silverstein, General Counsel of the Company, regarding the legality of the shares of Common Stock being offered hereby. 23.1 Consent of Stanley P. Silverstein, Esq., General Counsel of the Company (included in Exhibit 5.1 hereto). 23.2 Consent of Price Waterhouse LLP, independent accountants. 23.3 Consent of Coopers & Lybrand LLP, independent accountants. 24.1 Powers of attorney (included on the signature page of this registration statement). 99.1 The Warnaco Group 1991 Stock Option Plan (Incorporated herein by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1, File No. 33-42641, filed on October 4, 1991). 99.2 The Warnaco Group Amended and Restated 1993 Stock Plan (Incorporated herein by reference to the Company's Proxy Statement for its 1994 Annual Meeting of Stockholders) . 99.3 The Warnaco Group 1993 Stock Plan for Non-Employee Directors (Incorporated herein by reference to the Company's Proxy Statement for its 1994 Annual Meeting of Stockholders). 99.4 The Warnaco Group 1997 Stock Plan. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended January 3, 1998). ITEM 9. UNDERTAKINGS. Not applicable. 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 New York, State of New York, on April 28, 1998. THE WARNACO GROUP, INC. By: /s/ Linda J. Wachner -------------------------------- Linda J. Wachner Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda J. Wachner, William S. Finkelstein and Stanley P. Silverstein, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, 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, and each of them, 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 fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, 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 below by the following persons in the capacity and on the date indicated. Name Title Date /s/ Linda J. Wachner Chairman of the Board April 28, 1998 - -------------------------- Director; President and ---------------- Linda J. Wachner Chief Executive Officer (Principal Executive Officer) /s/ William S. Finkelstein Director; Senior Vice April 28, 1998 - -------------------------- President and Chief ---------------- William S. Finkelstein Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/Joseph A. Califano, Jr. April 28, 1998 - ------------------------- ---------------- Joseph A. Califano, Jr. Director /s/ James R. Jones April 28, 1998 - ------------------------- ---------------- James R. Jones Director Andrew G. Galef April 28, 1998 - ------------------------- ---------------- Andrew G. Galef Director /s/ Walter F. Loeb April 28, 1998 - ------------------------- ---------------- Walter F. Loeb Director /s/ Stewart A. Resnick April 28, 1998 - ------------------------- ---------------- Stewart A. Resnick Director Exhibit No. Description Page No. 5.1 Opinion of Stanley P. Silverstein, General Counsel of the Company, regarding the legality of the shares of Common Stock being offered hereby 8 23.1 Consent of Stanley P. Silverstein, Esq., General Counsel of the Company * 23.2 Consent of Price Waterhouse LLP, independent 9 accountants 23.3 Consent of Coopers & Lybrand LLP, independant accountants 24.1 Powers of attorney ** 99.1 The Warnaco Group 1991 Stock Option Plan (Incorporated herein by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1, File No. 33-42641, filed on October 4, 1991). *** 99.2 The Warnaco Group Amended and Restated 1993 Stock Plan (Incorporated herein by reference to the Company's Proxy Statement for its 1994 Annual Meeting of Stockholders). *** 99.3 The Warnaco Group 1993 Stock Plan for Non- Employee Directors (Incorporated herein by reference to the Company's Proxy Statement for its 1994 Annual Meeting of Stockholders). *** 99.4 The Warnaco Group 1997 Stock Plan. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended January 3, 1998). *** - ---------------------- * Incorporated in Exhibit 5.1 ** Included on the signature page of registration statement *** Incorporated by reference EX-5 2 EXHIBIT 5.1 - OPINION Exhibit 5.1 [Letterhead of The Warnaco Group, Inc.] April 28, 1998 Board of Directors The Warnaco Group, Inc. 90 Park Avenue New York, New York 10016 Gentlemen: I am General Counsel of The Warnaco Group, Inc., a Delaware corporation (the "Company"), and have acted as such in connection with (i) the Amended and Restated 1993 Stock Plan, the 1991 Stock Plan, the 1993 Stock Plan for Non-Employee Directors and the 1997 Stock Plan (collectively, the "Plans"), (ii) the Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 10,000,000 shares of the Company's Class A Common Stock, par value $.01 per share, which may be issuable under the Plans prior to December 31, 2007 (the "Plan Shares"). This opinion is being delivered pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In connection with this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Plans; (ii) the Amended and Restated Certificate of Incorporation of the Company; (iii) the By-Laws of the company; (iv) resolutions of the Board of Directors of the Company adopting the Plans and the approval by the Company's Stockholders of the Plans at the Company's [1992, 1994, AND 1998] Annual Meeting[s] of Stockholders; (v) the Registration Statement being filed today with the Securities and Exchange Commission under the Securities Act; (vi) the prospectus to be sent to participants in the Plans describing the Plans; and (vii) such other documents as I have deemed necessary or appropriate as a basis for the opinion set forth below. In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others. I am admitted to the Bar of the State of New York and, except as set forth in the paragraph immediately below, I express no opinion as to the laws of any other jurisdiction other than the General Corporation Law of the State of Delaware and the laws of the United States of America to the extent expressly set forth herein. Based upon and subject to the foregoing, I am of the opinion that the Plan Shares reserved for issuance under the Plan, have been duly authorized and that the Plan Shares, when issued and delivered in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable. I consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not admit that I am an expert within the meaning of the Securities Act or that this consent is required pursuant to Section 7 of the Securities Act. Very truly yours, /s/ Stanley P. Silverstein ---------------------- ------------------------------- Stanley P. Silverstein EX-23 3 EXHIBIT 23.2 - CONSENT Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 20, 1998, appearing on page F-1 of the The Warnaco Group, Inc.'s Annual Report on Form 10-K for the year ended January 3, 1998. We also consent to the incorporation by reference on the Financial Statement Schedule, which appears on page S-1 of such Annual Report on Form 10-K. PRICE WATERHOUSE LLP New York, New York April 23, 1998 EX-23 4 EXHIBIT 23.3 - CONSENT Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of The Warnaco Group, Inc. on Form S-8 pertaining to The Warnaco Group, Inc. 1991 Stock Option Plan. The Warnaco Group, Inc. Amended and Restated 1993 Stock Plan, The Warnaco Group, Inc. 1993 Stock Plan for Non-Employee Directors and The Warnaco Group, Inc. 1997 Stock Plan of our report dated March 12, 1997, on our audits of the consolidated financial statements and financial statement schedule of Designer Holdings Ltd. as of December 31, 1996, and for the years ended December 31, 1996 and 1995. COOPERS & LYBRAND L.L.P. New York, New York April 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----