-----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, IWJgq2gaIr1n1e9XbKB37NUsryavXyG192Vmo2IkHUFdAQf1CWpO8DKTv5pDSNU8 G8+2ElIaiFokrs3kUIluaw== 0000089498-97-000051.txt : 19970814 0000089498-97-000051.hdr.sgml : 19970814 ACCESSION NUMBER: 0000089498-97-000051 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970813 EFFECTIVENESS DATE: 19970813 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHAW INDUSTRIES INC CENTRAL INDEX KEY: 0000089498 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 581032521 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33489 FILM NUMBER: 97658446 BUSINESS ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30722 BUSINESS PHONE: 7062783812 MAIL ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30720 S-8 1 AUGUST, 1997 FORM S-8 As filed with the Securities and Exchange Commission on August 13, 1997. Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- SHAW INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Georgia 58-1032521 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) P.O. Drawer 2128 616 East Walnut Avenue Dalton, Georgia 30722 (Address of principal executive offices) SHAW INDUSTRIES, INC. 1997 STOCK INCENTIVE PLAN (Full title of the Plan) BENNIE M. LAUGHTER, Esq. Vice President, Secretary and General Counsel Shaw Industries, Inc. 616 East Walnut Avenue Dalton, Georgia 30722 (Name and address of agent for service) (706) 278-3812 (Telephone number, including Area Code, of Agent for Service) -------------------- Copies of Communications to: GABRIEL DUMITRESCU, Esq. Powell, Goldstein, Frazer & Murphy LLP Sixteenth Floor 191 Peachtree Street, N.E. Atlanta, Georgia 30303 (404) 572-6600 --------------------
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Title of each class of securities Amount Proposed maximum Proposed maximum Amount of to be to be offering price per aggregate offering registration registered registered share(1) price(1) fee(1) - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, no par value........... 5,000,000 shares $10.84 $54,200,000 $16,424 - ------------------------------------------------------------------------------------------------------------------------------ Rights to purchase shares of Series A Participating Preferred Stock(2)... 5,000,000 rights - ------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee are based upon the average of the high and low prices of the Common Stock on August 11, 1997 as reported by the New York Stock Exchange. (2) The Rights, which are attached to the shares of Common Stock being registered, will be issued for no additional consideration; no additional registration fee is required. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate number of interests to be offered or sold pursuant to the employee benefit plan described herein. -------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in Part I of the Instructions to the Registration Statement on Form S-8 will be sent or given to employees of the Registrant as required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). I-1 PART II Item 3. Incorporation of Certain Documents by Reference. The following documents previously filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (1) Annual Report on Form 10-K for the year ended December 28, 1996 (Commission File No. 1-6853); (2) Quarterly Report on Form 10-Q for the quarter ended March 29, 1997 (Commission File No. 1-6853); and (3) The description of the Company's Common Stock (including the Rights to purchase Series A Participating Preferred Stock) contained in the Company's Registration Statements filed pursuant to Section 12 of the Exchange Act on Form 8-A, as amended (Commission File No. 1-6853). All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date upon which this offering is terminated shall be deemed to be incorporated by reference herein and to be part hereof from the date any such document is filed. Item 5. Interests of Named Experts and Counsel. Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered an opinion regarding the legality of the shares of Common Stock registered hereby. Robert R. Harlin, a partner of that firm, is also a member of the Registrant's Board of Directors. Item 6. Indemnification of Directors and Officers. Section 14-2-850 et seq. of the Georgia Business Corporation Code and Article VIII of the Amended and Restated Articles of Incorporation of the Registrant set forth the extent to which the Registrant's directors and officers may be indemnified by the Registrant against liability that they may incur while serving in such capacity. These provisions generally provide that the directors and officers of the Registrant will be indemnified by the Registrant against any losses incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he is or was a director or officer of the Registrant or served with another corporation, partnership, joint venture, trust or other enterprise at the request of the Registrant if such director or officer acted in a manner he reasonably believed to be in or not opposed to the best interest of the Registrant, and with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Under these provisions, the Registrant may provide advances for expenses incurred in defending any such action, suit or proceeding, upon receipt of an undertaking II-1 by or on behalf of such officer or director to repay such advances unless it is ultimately determined that he is entitled to indemnification by the Registrant. The Registrant maintains an insurance policy insuring the Registrant and its directors and officers against certain liabilities, including liabilities under the Securities Act of 1933. The Plan provides that to the extent permissible by law, no fiduciary under the Plan shall be liable for any loss resulting from a participant's exercise of, or failure to exercise, an investment election. The Company must indemnify the Plan Administrator and the Investment Committee against losses and expenses arising out of the performance of their duties, except for those resulting from their willful neglect or willful misconduct. Item 8. Exhibits. The following exhibits are filed herewith or incorporated by reference herein: Exhibit Number Description 3(a) Amended and Restated Articles of Incorporation. [Incorporated herein by reference to Exhibit 3(a) to Registrant's Registration Statement on Form S-3 filed with the Commission on December 28, 1993 (File No. 33-51719).] 3(b) By-laws. [Incorporated herein by reference to Exhibit 3(b) to Registrant's Registration Statement on Form S-3 filed with the Commission on December 28, 1993 (File No. 33-51719).] 4(a) Specimen form of Common Stock Certificate. [Incorporated herein by reference to Exhibit 2 to Registrant's Registration Statement on Form 8-A filed with the Commission on May 12, 1989 (File No. 1-6853).] 4(b) Amended and Restated Articles of Incorporation, filed as Exhibit 3(a), and By-laws of Registrant, filed as Exhibit 3(b), are incorporated herein by reference. 4(c) Rights Agreement dated as of April 10, 1989 between Registrant and Citizens and Southern Trust Company (Georgia), N.A., as Rights Agent. [Incorporated herein by reference to Exhibit 1 to Registrant's Current Report on Form 8-K filed with the Commission on May 5, 1989 (File No. 1-6853).] 5 Opinion of Powell, Goldstein, Frazer & Murphy LLP. 23 Consent of Arthur Andersen LLP (see page immediately preceding signature page to this Registration Statement). 24 Power of Attorney (see signature page to this Registration Statement). II-2 99 Form of Shaw Industries, Inc. 1997 Stock Incentive Plan. [Incorporated herein by reference to Exhibit A to the Registrant's Definitive Proxy Statement for the 1997 Annual Meeting of Shareholders on April 24, 1997.] Item 9. Undertakings. 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (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 by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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 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. 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 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 is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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, II-3 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 to the questions 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-4 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our reports dated February 21, 1997 included and incorported by reference in Shaw Industries, Inc.'s Annual Report on Form 10-K for the year ended December 28, 1996 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Atlanta, Georgia August 5, 1997 II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dalton, State of Georgia, on July 24, 1997. SHAW INDUSTRIES, INC. By:/s/ Bennie M. Laughter Bennie M. Laughter Vice President and General Counsel POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints WILLIAM C. LUSK, JR. and BENNIE M. LAUGHTER, and each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his 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 necessary to be done in and about the premises, as fully 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 either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. II-6 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Robert E. Shaw Robert E. Shaw Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) July 24, 1997 /s/ J.C. Shaw J.C. Shaw Chairman Emeritus and Director July 24, 1997 /s/ W. Norris Little W. Norris Little President and Chief Operating Officer and Director July 24, 1997 /s/ William C. Lusk, Jr. William C. Lusk, Jr. Senior Vice President, Treasurer and Director (Principal Financial and Accounting Officer) July 24, 1997 /s/ Kenneth G. Jackson Kenneth G. Jackson Vice President and Chief Financial Officer July 24, 1997 /s/ Thomas G. Cousins Thomas G. Cousins Director July 24, 1997 /s/ S. Tucker Grigg S. Tucker Grigg Director July 24, 1997 /s/ Robert R. Harlin Robert R. Harlin Director July 24, 1997 /s/ J. Hicks Lanier J. Hicks Lanier Director July 24, 1997 II-7 /s/ Robert J. Lunn Robert J. Lunn Director July 24, 1997 /s/ R. Julian McCamy R. Julian McCamy Director July 24, 1997 01774418.W51 II-8 EXHIBIT INDEX Exhibit Number Description 3(a) Amended and Restated Articles of Incorporation. [Incorporated herein by reference to Exhibit 3(a) to Registrant's Registration Statement on Form S-3 filed with the Commission on December 28, 1993 (File No. 33-51719).] 3(b) By-laws. [Incorporated herein by reference to Exhibit 3(b) to Registrant's Registration Statement on Form S-3 filed with the Commission on December 28, 1993 (File No. 33-51719).] 4(a) Specimen form of Common Stock Certificate. [Incorporated herein by reference to Exhibit 2 to Registrant's Registration Statement on Form 8-A filed with the Commission on May 12, 1989 (File No. 1-6853).] 4(b) Amended and Restated Articles of Incorporation, filed as Exhibit 3(a), and By-laws of Registrant, filed as Exhibit 3(b), are incorporated herein by reference. 4(c) Rights Agreement dated as of April 10, 1989 between Registrant and Citizens and Southern Trust Company (Georgia), N.A., as Rights Agent. [Incorporated herein by reference to Exhibit 1 to Registrant's Current Report on Form 8-K filed with the Commission on May 5, 1989 (File No. 1-6853).] 5 Opinion of Powell, Goldstein, Frazer & Murphy LLP. 23 Consent of Arthur Andersen LLP (see page immediately preceding signature page to this Registration Statement). 24 Power of Attorney (see signature page to this Registration Statement). 99 Form of Shaw Industries, Inc. 1997 Stock Incentive Plan. [Incorporated herein by reference to Exhibit A to the Registrant's Definitive Proxy Statement for the 1997 Annual Meeting of Shareholders on April 24, 1997.] EX-5 2 OPINION OF LEGALITY EXHIBIT 5 [PGF&M LETTERHEAD] August 6, 1997 Shaw Industries, Inc. 616 East Walnut Avenue Dalton, Georgia 30722 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have served as counsel for Shaw Industries, Inc., a Georgia corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the "Registration Statement") of an aggregate of 5,000,000 shares (the "Shares") of common stock, no par value per share, of the Company, to be offered and sold by the Company pursuant to its 1997 Stock Incentive Plan (the "Plan"). We have examined and are familiar with originals or copies (certified, photostatic or otherwise identified to our satisfaction) of such documents, corporate records and other instruments relating to the incorporation of the Company and the adoption of the Plan as we have deemed necessary and advisable. In all such examinations, we have assumed the genuineness of all signatures on all originals and copies of documents we have examined, the authenticity of all documents submitted to us as originals and the conformity to original documents of all certified, conformed or photostatic copies. As to questions of fact material and relevant to our opinion, we have relied upon certificates or representations of Company officials and of appropriate state, local and federal officials. We express no opinion as to matters under or involving laws other than the laws of the State of Georgia. Based upon and subject to the foregoing and having regard for such legal consideration as we have deemed relevant, it is our opinion that: 1. The Shares have been duly authorized; and 2. Upon the issuance and delivery of the Shares upon receipt of lawful consideration therefor pursuant to the Plan, such Shares will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, POWELL, GOLDSTEIN, FRAZER & MURPHY LLP -----END PRIVACY-ENHANCED MESSAGE-----