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9
As filed with the Securities and Exchange Commission on July 17, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
OXFORD INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Georgia 58-0831862
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
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(Address, including zip code, of registrant's principal executive
offices)
OXFORD INDUSTRIES, INC. 1997 STOCK OPTION PLAN
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(Full title of plan)
David K. Ginn
Vice President-Legal, General Counsel and Secretary
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
(404) 659-2424
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount Proposed Proposed Amount
Registered to Maximum Maximum of
be Offering Aggregate Registration
Registered Price Per Offering Fee
Share(1) Price(1)
Common Stock, par value 500,000 $35.73 $17,865,000 $5,270.18
$1.00 per share
(1)Estimated solely for the purpose of computing the
registration fee pursuant to Rule 457(h) on the basis of the
high and low prices of Common Stock of Oxford Industries,
Inc. on July 17, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). These documents and the
documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by the
Registrant with the Securities and Exchange Commission (the
"Commission") and are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest Annual Report on Form 10-K for
the year ended May 30, 1997 (the "Annual Report");
(b) All reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since May 30, 1997; and
(c) The description of the Registrant's common stock, par
value $1.00 per share ("Common Stock"), contained in the
Registration Statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose
of updating such description.
In addition, all documents filed by the Registrant subsequent
to the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered hereunder
have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration
Statement from the date of filing of such documents.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interest of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation eliminate, to the
fullest extent permitted by applicable law, the personal
liability of directors to the Registrant or its shareholders for
monetary damages for breach of duty of care or any duty owed to
the Registrant as a director. The Georgia Business Corporation
Code currently provides that such provision shall not eliminate
or limit the liability of a director (a) for any appropriation,
in violation of his duties, of any business opportunity of the
Registrant, (b) for acts or omissions that involve intentional
misconduct or a knowing violation of law, (c) for unlawful
corporate distributions, or (d) for any transaction from which
the director received an improper personal benefit.
Under Article VI of the Registrant's Bylaws, each person who
is now, has been, or who shall hereafter become a director or
officer of the Registrant, whether or not then in office, shall
be indemnified by the Registrant against all costs or expenses
reasonable incurred by or imposed upon him in connection with or
resulting from any demand, action, suit or proceedings or threat
thereof, to which he may be made a party as a result of or by
reason of his being or having been a director or officer of the
Registrant or of any other corporation which he serves as a
director or officer at the request of the Registrant, except in
relation to matters as to which a recovery shall be made against
him or penalty imposed upon him by reason of his having been
finally adjudged in such action, suit or proceeding to have been
derelict in the performance of his duties as such director or
officer. The foregoing right to indemnify shall include
reimbursement of the amounts and expenses paid in settling any
such demand, suit or proceedings or threat thereof when settling
the same appears to the Board of Directors or the Executive
Committee of the Registrant to be in the best interest of the
Registrant, and shall not be exclusive of other rights to which
such director or officer may be entitled as a matter of law.
The Registrant's directors and executive officers are insured
against damages from actions and claims incurred in the course of
performing duties, and the Registrant is insured against expenses
incurred in defending lawsuits arising from certain alleged acts
against directors and executive officers.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
Exhibit Description
4.1 Articles of Incorporation of Registrant (incorporated by
reference to Exhibit 3(A) of Registrant's Form 10-Q for
the fiscal quarter ended August 28, 1992).
4.2 Bylaws of Registrant (incorporated by reference to Exhibit
3(B) of Registrant's Form 10-K for the fiscal year ended
June 3, 1994).
5.1 Opinion of David K. Ginn regarding legality of shares
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of David K. Ginn (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
99.1 Oxford Industries, Inc. 1997 Stock Option Plan
(incorporated by reference to Registrant's Proxy Statement
dated August 29, 1997).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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;
(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 this 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 this
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 Registrant pursuant to Section 13 or 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) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 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 this Registration Statement 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 Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant 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 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 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.
EXPERTS
The financial statements and schedules for each of the three
years in the period ended May 30, 1997 incorporated by reference
in this prospectus and elsewhere in the Registration Statement
have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto,
and are incorporated herein in reliance upon the authority of
said firm as experts in giving said reports.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on this 17th day of July, 1998.
OXFORD INDUSTRIES, INC.
By:/S/J.HICKS LANIER
J. Hicks Lanier
Chairman of the Board of
Directors, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David K. Ginn
and Thomas Caldecot Chubb III and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for such person and in his name,
place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection
therewith, with the 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 or necessary to be done in and about the premises, as
fully and 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, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on July 17, 1998
Signature Title
/S/J.HICKS LANIER Chairman of the Board of
J. Hicks Lanier Directors, President and
Chief
Executive Officer
(Principal Executive Officer)
/S/BEN B. BLOUNT, JR. Executive Vice President,
Chief
Ben B. Blount, Jr. Financial Officer and
Director
(Principal Financial Officer)
/S/CECIL D. CONLEE*
Cecil D. Conlee Director
/S/J. REESE LANIER*
J. Reese Lanier Director
/S/THOMAS GALLAGER*
Thomas Gallagher Director
/S/KNOWLTON J. O'REILLY*
Knowlton J. O'Reilly Director
/S/CLARENCE B ROGERS, JR*
Clarence B. Rogers, Jr. Director
/S/ROBERT E. SHAW*
Robert E. Shaw Director
/S/E. JENNER WOOD*
E. Jenner Wood Director
*By power of attorney
EXHIBIT 5.1
OPINION OF DAVID K. GINN
REGARDING LEGALITY OF SHARES BEING REGISTERED
July 17, 1998
Oxford Industries, Inc.
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30368
Ladies and Gentlemen:
I have acted as counsel for Oxford Industries, Inc., a
Georgia corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission. The Registration Statement relates to
500,000 shares of the Company's common stock, par value $1.00 per
share ("Common Stock"), to be issued upon the exercise of options
granted pursuant to the Oxford Industries, Inc. 1997 Stock Option
Plan (the "Stock Option Plan") (all such shares and options are
referred to herein as "Shares" and "Options," respectively).
As such counsel, I have examined and relied upon such
records, documents, certificates and other instruments as in my
judgment are necessary or appropriate to form the basis for the
opinions hereinafter set forth. In all such examinations, I have
assumed the genuineness of signatures on original documents and
the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to
certificates of public officials, I have assumed the same to
have been properly given and to be accurate.
For purposes of this opinion, I have assumed the following:
(i) the Shares that may be issued upon exercise of the Options
granted pursuant to the Stock Option Plan will continue to be
duly authorized on the dates of such issuance, and (ii) on the
date on which any Option is exercised, such Option will have been
duly executed, issued and delivered by the Company and will
constitute the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its
terms subject, as to enforceability, to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies.
The opinions expressed herein are limited in all respects to
the federal laws of the United States of America and the laws of
the State of Georgia, and no opinion is expressed with respect to
the laws of any other jurisdiction or any effect which such laws
may have on the opinions expressed
herein. This opinion is limited to the matters stated herein,
and no opinion is implied or may be inferred beyond the matters
expressly stated herein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, I am of the
opinion that:
(a) The Shares are duly authorized; and
(b) When the Shares are issued upon exercise of the
Options against payment therefor, as provided in the
Stock Option Plan, such Shares will be validly issued,
fully paid and nonassessable.
This opinion is given as of the date hereof, and I assume no
obligation to advise you after the date hereof of facts or
circumstances that come to my attention or changes in law that
occur which could affect the opinions contained herein. This
letter is being rendered solely for the benefit of Oxford
Industries, Inc. in connection with the matters addressed herein.
This opinion may not be furnished to or relied upon by any person
or entity for any purpose without our prior written consent.
I consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/S/DAVID K. GINN
David K. Ginn
General Counsel and Secretary
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated July 11, 1997 included in or incorporated by
reference in Oxford Industries, Inc.'s Form 10-K for the year
ended May 30, 1997 and to all references to our firm included in
this Registration Statement.
Arthur Andersen LLP.
/s/ARTHUR ANDERSEN LLP.
Atlanta GA
July 10, 1998
54
EXHIBIT 25
ELECTRONIC SUMMARY - POWER OF ATTORNEY
Each of the undersigned, a director of Oxford Industries,
Inc. (the "Company"), does hereby constitute and appoint David K.
Ginn and Thomas Caldecot Chubb, III, his true and lawful attorney-
in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign
the Company's Form S-8 dated July 17, 1998 and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto the attorneys-in-fact full power and authority to sign such
documents on behalf of the undersigned and to make such filing,
as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that the
attorneys-in-fact, or his substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: July 13, 1998
Oxford Industries, Inc.
CECIL D. CONLEE CLARENCE B. ROGERS, JR.
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Cecil D. Conlee Clarence B. Rogers, Jr.
Director Director
TOM GALLAGHER KNOWLTON J. O'REILLY
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Tom Gallagher Knowlton J. O'Reilly
Director Director
E. JENNER WOOD ROBERT E. SHAW
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E. Jenner Wood Robert E. Shaw
Director Director
J. REESE LANIER
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J. Reese Lanier
Director
As filed with the
EXHIBIT INDEX
Exhibit Description Page
4.1 Articles of Incorporation of
Registrant (incorporated by reference
to Exhibit 3(A) of Registrant's Form 10-
Q for the fiscal quarter ended August
28, 1992).
4.2 Bylaws of Registrant (incorporated by
reference to Exhibit 3(B) of
Registrant's Form 10-K for the fiscal
year ended June 3, 1994).
5.1 Opinion of David K. Ginn regarding 10-11
legality of shares being registered.
23.1 Consent of Arthur Andersen LLP. 12
23.2 Consent of David K. Ginn (included in
Exhibit 5.1).
24.1 Power of Attorney (included on
signature page).
99.1 Oxford Industries, Inc. 1997 Stock
Option Plan (incorporated by reference
to Registrant's Proxy Statement dated
August 29, 1997).