-----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, D3p22OI3410kd1UJMLmI7lGQFLq7/ogWPteLmkgVqLyUeH9wOhOieAT02xVeNzy9 dVuOoaa9FbUUKD+dhyZbnw== 0000896265-98-000012.txt : 19980626 0000896265-98-000012.hdr.sgml : 19980626 ACCESSION NUMBER: 0000896265-98-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: $6 REFERENCES 429: 033-65408 REFERENCES 429: 282.03 REFERENCES 429: S-8 1 As filed with the Securities and Exchange Commission on June 25, 1998 Registration No. 333- - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- Pillowtex Corporation (Exact name of registrant as specified in its charter) Texas 75-2147728 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4111 Mint Way Dallas, Texas 75237 (214) 333-3225 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) PILLOWTEX CORPORATION 1993 STOCK OPTION PLAN (Full title of the plan) Nelson A. Bangs, Esq. Senior Vice President and General Counsel Pillowtex Corporation 4111 Mint Way Dallas, Texas 75237 (214) 333-3225 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Aggregate Securities to to be Price per Offering Registration be Registered Registered(1) Share(2) Price(2) Fee (2) - ------------------------------------------------------------------------------- Common Stock, $0.01 par value . .500,000 $42.59 $21,295,000 $6,282.03 - ------------------------------------------------------------------------------- - ------------------ (1) Represents shares issuable pursuant to the Pillowtex Corporation 1993 Stock Option Plan, as Amended and Restated (the "Plan"). Pursuant to Rule 416, under the Securities Act of 1933, as amended, there are also registered hereby such indeterminate number of shares of Common Stock as may become issuable as a result of the operation of the antidilution provisions of the Plan. (2) Calculated pursuant to Rule 457(h), based on the average of the reported high and low sale prices of shares of the Common Stock on the New York Stock Exchange on June 22, 1998.
EXPLANATORY NOTE In accordance with the provisions of General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of the Registrant's earlier Registration Statement on Form S-8 (Commission File No. 33-65408). PART II Item 8. Exhibits. Exhibit Number Description of Exhibit - -------- ---------------------- 4.1 Pillowtex Corporation 1993 Stock Option Plan, as amended and restated (attached as Appendix A to Pillowtex Corporation's Proxy Statement on Schedule 14A for the Annual Meeting of Shareholders held on May 4, 1998 and incorporated herein by reference) 5.1 Opinion of Nelson A. Bangs, Esq., Senior Vice President and General Counsel of the Registrant 23.1 Consent of KPMG Peat Marwick 23.2 Consent of Ernst & Young LLP 23.3 Consent of Nelson A. Bangs (included in Exhibit 5.1) 24.1 Powers of Attorney (included on the signature page hereof) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on June 26, 1998. PILLOWTEX CORPORATION By: /s/ Charles M. Hansen, Jr. Chairman of the Board of Directors and Chief Executive Officer Each person whose signature appears below hereby constitutes and appoints Charles M. Hansen, Jr., Jeffrey D. Cordes and Nelson A. Bangs and each of them (with full power in each of them to act alone), 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 and to file with the Securities and Exchange Commission and the securities regulatory authorities of the several states registration statements, any amendment or post-effective amendments or any and all other documents in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, or the registration or qualification under any applicable state securities laws or regulations, of shares of Common Stock issuable pursuant to the Pillowtex Corporation 1993 Stock Option Plan, 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, 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. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated. Signatures Title Date ---------- ----- ---- /s/ Charles M. Hansen, Jr. Chairman of the June 25, 1998 Board of Directors and Chief Executive Officer (Principal Executive Officer) /s/ Jeffrey D. Cordes President, Chief Operating June 25, 1998 Officer and Director (Principal Financial and Accounting Officer) /s/ Christopher N. Baker Director June 25, 1998 /c/ Kevin M. Finlay Director June 25, 1998 /s/ Scott E. Shimizu Director June 25, 1998 /s/ Mary R. Silverthorne Director June 25, 1998 /s/ Paul G. Gillease Director June 25, 1998 /s/ William B. Madden Director June 25, 1998 /s/ M. Joseph McHugh Director June 25, 1998 /s/ Ralph W. La Rovere Director June 25, 1998 INDEX TO EXHIBITS Exhibit Number Description of Exhibit - ------ ---------------------- 4.1 Pillowtex Corporation 1993 Stock Option Plan, as amended and restated (attached as Appendix A to Pillowtex Corporation's Proxy Statement on Schedule 14A for the Annual Meeting of Shareholders held on May 4, 1998 and incorporated herein by reference) 5.1 Opinion of Nelson A. Bangs, Esq., Senior Vice President and General Counsel of the Registrant 23.1 Consent of KPMG Peat Marwick 23.2 Consent of Ernst & Young LLP 23.3 Consent of Nelson A. Bangs (included in Exhibit 5.1) 24.1 Powers of Attorney (included on the signature page hereof) EX-5.1 2 Exhibit 5.1 PILLOWTEX CORPORATION 4111 Mint Way Dallas, Texas 75237 (214) 333-3225 June 25, 1998 Securities and Exchange Commission 450 5th St. N.W. Judiciary Plaza Washington, D.C. 20549 Re: Registration on Form S-8 of 500,000 Shares of Common Stock, par value $0.01 per share, of Pillowtex Corporation Ladies and Gentelemen: I am Senior Vice President and General Counsel of Pillowtex Corporation, a Texas corporation (the "Company"), and this opinion is furnished to you in connection with the registration of 500,000 shares (the "Shares") of Common Stock, par value $0.01 per share, of the Company pursuant to the Company's Registration Statement on Form S-8 (the "Registration Statement"). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion. Based on such examination and on the assumptions set forth below, I am of the opinion that the Shares are duly authorized and, when issued and delivered in accordance with the provisions of the Company's 1993 Stock Option Plan, as Amended and Restated (the "Plan"), against payment of the consideration therefor as provided in the Plan and having a value of not less than par value thereof, will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, (i) I have assumed and have not independently verified (a) that all signatures on all certificates and other documents examined by me are genuine, and that where any such signature purports to have been made in a corporate, governmental or other capacity, the persons who affixed such signature to the certificate or the document had authority to do so, and (b) the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies, and (ii) as to certain factual matters, I have relied upon certificates of public officials and of the Company and its officers and have not independently checked or verified the accuracy of the factual statements contained therein. In addition, my examination of matters of law has been limited to the Texas Business Corporation Act and the federal laws of the United States of America, in each case as in effect on the date hereof. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /S/ Nelson A. Bangs Senior Vice President and General Counsel EX-23.1 3 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Pillowtex Corporation: We consent to the use of our reports incorporated herein by reference. /s/ KPMG Peat Marwick LLP Dallas, Texas June 25, 1998 EX-23.2 4 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Pillowtex Corporation: We consent to the incorporation by reference in the Registration Statement of Pillowtex Corporation (Form S-8) pertaining to the Pillowtex Corporation 1993 Stock Option Plan of our report dated January 31, 1997, with respect to the consolidated financial statements of Fieldcrest Cannon, Inc. for the year ended December 31, 1996 included in the Annual Report (Form 10-K) of Pillowtex Corporation for the year ended January 3, 1998. /s/ ERNST & YOUNG LLP Greensboro, North Carolina June 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----