OXFORD INDUSTRIES, INC.
As filed with the Securities and Exchange Commission on November 30, 2005.
Registration No. 333-119263
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OXFORD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Georgia
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58-0831862 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
Oxford Industries, Inc.
222 Piedmont Avenue, NE
Atlanta, Georgia 30308
(404) 659-2424
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Sheridan B. Johnson
Secretary
Oxford Industries, Inc.
222 Piedmont Avenue, NE
Atlanta, Georgia 30308
(404) 659-2424
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Tony W. Rothermel
King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2100
Approximate date of commencement of proposed sale to public: From time to time after the
effective date of this Registration Statement, as determined in light of market conditions.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
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, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following
box. þ
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.
o
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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the
following box. o
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Each Class of Securities |
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Amount to be |
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Offering Price |
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Aggregate |
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Amount of |
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to be Registered |
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Registered(1) |
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Per Share(2) |
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Offering Price(2) |
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Registration Fee |
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Common Stock, par value $1.00 per share |
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485,243 shares |
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56.47 |
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27,401,673 |
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$ |
2,932 |
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(1) |
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Amount does not include an additional 2,463 shares of common stock being carried forward from
Registration Statement No. 333-119263 on Form S-3 pursuant to Rule 429 of the Securities Act
of 1933, as amended, that was filed with the Securities and Exchange Commission (the SEC or
the Commission) on September 24, 2004 at which time the applicable filing fee was paid for
such additional securities. |
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Estimated solely for the purpose of calculating the registration fee based upon the average
of the high and low trading prices of the common stock on the New York Stock Exchange on
November 25, 2005, in accordance with Rule 457(c). |
The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this
registration statement is a combined prospectus also relating to Registration Statement No.
333-119263 previously filed by the registrant on Form S-3 and declared effective on October 7,
2004. This registration statement, which is a new registration statement, also constitutes
Post-Effective Amendment No. 1 to Registration Statement No. 333-119263 and such Post-Effective
Amendment No. 1 shall hereafter become effective concurrently with the effectiveness of this
registration statement.
The information in this prospectus is not complete and may be amended or changed. The selling
shareholders may not sell these securities pursuant to this prospectus until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2005
PROSPECTUS
487,706 Shares
OXFORD INDUSTRIES, INC.
Common Stock
This prospectus relates to the resales from time to time of up to 487,706 shares of
common stock of Oxford Industries, Inc. by certain of our shareholders. All of these shares are
currently held by the selling shareholders.
We will not receive any of the proceeds from the sale of the shares being offered. We are
registering these shares for resale, but the registration of such shares does not necessarily mean
that any of the shares will be offered or sold by the selling shareholders.
Sales of the common stock may be effected from time to time in one or more transactions on the
New York Stock Exchange or otherwise at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The selling shareholders from time to time may offer and sell the shares
directly to purchasers or through agents, underwriters or dealers on terms to be determined at the
time of sale. If required, the names of any agents, underwriters or dealers and any other required
information will be set forth in an accompanying prospectus supplement.
Our common stock is listed on the New York Stock Exchange under the symbol OXM. On November
29, 2005, the last reported sale price of our Common Stock on the New York Stock Exchange was
$56.07 per share. The shares of our Common Stock offered pursuant to this prospectus have been
listed on the New York Stock Exchange. Any shares issued to the selling shareholders in the future
will be listed on the New York Stock Exchange at the time of issuance.
Investing in our Common Stock involves material risks. See Risk Factors beginning on page 6
for a discussion of these risks.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2005.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or the SEC, using a shelf
registration process. Under this shelf process, the selling shareholders may offer and sell up to
487,706 shares of common stock in one or more transactions. You should read this prospectus and
any applicable prospectus supplement together with the additional information described under the
heading Where You Can Find More Information.
The registration statement that contains this prospectus contains additional information about
our company and the common stock offered under this prospectus, including information about the
expenses incurred in connection with this offering, indemnification provided to our directors and
officers, exhibits and certain undertakings we have agreed to. That registration statement can be
read at the SEC web site or at the SEC offices mentioned under the heading Where You Can Find More
Information.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the
SEC. Our SEC filings are available to the public over the Internet at the SECs website at
http://www.sec.gov. You may also read and copy any document we file with the SEC at its public
reference facility at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of
the documents at prescribed rates by writing to the Public Reference
Section of the SEC at 100
F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facility. Our SEC filings are also available
at the office of the New York Stock Exchange. For further information on obtaining copies of our
public filings from the New York Stock Exchange, please call (212) 656-5060.
We incorporate by reference into this prospectus the information that we file with the SEC,
which means that we are disclosing important information to you by referring you to those
documents. The information incorporated by reference is an important part of this prospectus, and
information that we subsequently file with the SEC will automatically update and supersede
information in this prospectus and in our other filings with the SEC. We incorporate by reference
the documents listed below, which we have already filed with the SEC, and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
which we refer to as the Exchange Act, until the selling shareholders have sold all of the
securities offered by this prospectus:
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Our Annual Report on Form 10-K for the year ended June 3, 2005; |
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Our Quarterly Report on Form 10-Q for the quarter ended September 2, 2005; |
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Our Current Reports on Form 8-K filed on July 14, 2005, August
31, 2005, September 26, 2005 and November 10, 2005; and |
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The description of our Common Stock contained in our Registration Statement
on Form 8-A which became effective on July 23, 1960. |
You may also request a copy of these filings at no cost (other than an exhibit to a filing unless
that exhibit is specifically incorporated by reference into the filing), by writing or calling us
at the following address:
Oxford Industries, Inc.
222 Piedmont Avenue, NE
Atlanta, Georgia 30308
(404) 659-2424
Attention: Corporate Secretary
You should only rely on the information contained or incorporated by reference in this
prospectus or any applicable prospectus supplement. We have not authorized anyone else to provide
you with different information. You should not assume that the information contained or
incorporated by reference in this prospectus or any applicable prospectus supplement is accurate as
of any date other than the dates on the front of such documents.
OXFORD INDUSTRIES, INC.
Oxford Industries, Inc. was founded in 1942. We are a producer and marketer of branded and
private label apparel for men, women and children and operator of restaurants and retail stores. We
provide retailers and consumers with a wide variety of apparel products and services to suit their
individual needs.
Our owned brands include the following:
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Tommy Bahama®
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Oxford Golf |
Indigo Palms®
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Cattleman® |
Island Soft®
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Cumberland Outfitters® |
Ben Sherman®
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Ely® |
We also hold exclusive licenses to produce and sell certain product categories under the
following brands:
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Tommy Hilfiger®
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Dockers® |
Nautica®
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Cubavera® |
Oscar de la Renta®
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Havanera® |
Geoffrey Beene®
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Evisu® |
Slates®
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Nick(it) |
Orvis® Signature |
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Our customers are found in every major channel of distribution including:
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National chains
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Department stores |
Specialty catalogs
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Specialty stores |
Mass merchants
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Internet retailers |
Our retail stores
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Our internet websites |
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Where we sell product under the same brand name to two or more customers, whether the brand is
owned by us or a third party, we consider such sales to be branded sales. For example, we sell
Tommy Bahama brand apparel to Nordstroms, Saks Fifth Avenue and many other customers. Where we
sell product under a brand name exclusively to one customer, whether the brand is owned by us, the
customer or a third party, we consider such sales to be private label sales. For example, we
produce L.L. Bean products only for L.L. Bean Inc. and consider such sales to be private label.
Our business is operated through the following segments:
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Segment |
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Description of the Business |
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Menswear Group
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Produces branded and private label dress shirts, sport
shirts, dress slacks, casual slacks, suits, sportcoats,
suit separates, walkshorts, golf apparel, outerwear,
sweaters, jeans, swimwear, footwear and headwear,
licenses its brands for accessories and other products
and operates retail stores. |
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Womenswear Group
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Produces private label womens sportswear separates,
coordinated sportswear, outerwear, dresses and
swimwear. |
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Tommy Bahama Group
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Produces lifestyle branded casual attire, operates
retail stores and restaurants, and licenses its brands
for accessories, footwear, furniture, and other
products. |
See note 11 of Notes to Consolidated Financial Statements and Managements Discussion and
Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for
the year ended June 3, 2005 for more details on each of our segments.
On June 13, 2003, we acquired all of the outstanding capital stock of Viewpoint International,
Inc., which we operate as the Tommy Bahama Group. The purchase price for the Tommy Bahama Group
consisted of $240 million in cash, $10 million in our Common Stock and up to $75 million in
contingent payments that are subject to the Tommy Bahama Group achieving certain performance
targets during the four years subsequent to the acquisition, as described in note 2 of Notes to
Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended June 3,
2005. The earn-out was earned in full for year 1 and year 2 as the performance targets were
achieved in each year.
4
We are a Georgia corporation and our principal executive offices are located at 222 Piedmont
Avenue, NE, Atlanta, Georgia 30308. Our telephone number is (404) 659-2424. Our website address is
www.oxfordinc.com. Information on our website does not constitute part of this prospectus.
Our fiscal year ends on the Friday nearest May 31st.
5
RISK FACTORS
You should carefully consider the following factors and other information included or
incorporated by reference in this prospectus before deciding to invest in shares of our Common
Stock.
We may experience volatility in our stock price.
The
market price of our Common Stock has experienced, and may continue to experience,
significant volatility from time to time. For example, in the
52 weeks ended November 29, 2005,
our Common Stock traded between $33.34 per share and $56.99 per share. Such volatility may be
affected by factors such as our quarterly operating results or changes in the economy, financial
markets or apparel and retail industries. In recent years, the U.S.
stock markets have experienced
extreme price and volume fluctuations, which have sometimes affected the market price of the
securities issued by a particular company which may be unrelated to the operational performance of
the company. This type of market effect could impact our Common Stock price as well. The
volatility of our Common Stock means that it is more likely that our Common Stock will have traded
down substantially at such time as you may look to sell your shares of our Common Stock.
We may owe contingent payments to the selling shareholders; these payments, which may be paid in
cash, are contingent on earnings of the Tommy Bahama Group that may be non-cash; we may have
difficulty making the payments if our other operations suffer; and you may experience dilution if
we issue common stock in the future for a portion of the contingent payments.
Under the terms of our acquisition of the Tommy Bahama Group, we are required to make up to
$75 million in performance-based contingent payments to the selling shareholders of the Tommy
Bahama Group over the four years following the Tommy Bahama Group acquisition. The contingent
payments are comprised of an annual basic contingent payment and a cumulative additional contingent
payment. The earnings upon which these payments are contingent may not be cash-based; we may
therefore have difficulty in making cash payments. In addition, if the acquired Tommy Bahama Group
business is successful but the rest of our business is not successful, we may have difficulty
making the contingent payments or, if we do make the contingent payments, we could have
insufficient cash for our business objectives. Also, if we issue common stock for a portion of the
contingent payments, you may experience substantial dilution.
Certain
of the selling shareholders (Messrs. Margolis and Dalla Gasperina) are key members of
management of the Tommy Bahama Group business. It is possible that their interests with respect to
the contingent payments will differ from the interests of Oxford. For example, they may have
incentives to maximize the profitability of the Tommy Bahama Group during the term of the earnout
agreement to the detriment of the longer term prospects for the business.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference herein, contains
forward-looking statements within the meaning of the federal securities laws. Statements that are
not historical facts, including statements about our beliefs and expectations, are forward-looking
statements. Forward-looking statements include statements preceded by, followed by or that include
the words may, could, would, should, believe, expect, anticipate, plan, estimate,
target, project, intend or similar expressions. These statements include, among others,
statements regarding our expected business outlook, anticipated financial and operating results,
our business strategy and means to implement the strategy, our objectives, the amount and timing of
future capital expenditures, the likelihood of our success in developing and introducing new
products and expanding our business, the timing of the introduction of new and modified products or
services, financing plans, working capital needs and sources of liquidity.
6
Forward-looking statements reflect our current expectations and are not guarantees of
performance. These statements are based on our managements beliefs and assumptions, which in turn
are based on currently available information. Important assumptions relating to these
forward-looking statements include, among others, assumptions regarding demand for our products,
expected pricing levels, raw material costs, the timing and cost of planned capital expenditures,
expected outcomes of pending litigation, competitive conditions, general economic conditions and
expected synergies in connection with acquisitions and joint ventures. These beliefs and
assumptions could prove inaccurate.
Forward-looking statements involve risks and uncertainties. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those anticipated, estimated or projected. Many of these risks and
uncertainties are beyond our ability to control or predict. Such risks include, but are not
limited to, all of the risks discussed under Risk Factors and the following:
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general economic cycles; |
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competitive conditions in our industry; |
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price deflation in the worldwide apparel industry; |
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our ability to identify and respond to rapidly changing fashion trends and to offer innovative
and upgraded products; |
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changes in trade quotas or other trade regulations, including safe guard quotas; |
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our ability to continue to finance our working capital and growth on acceptable terms; |
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significant changes in weather patterns (e.g., an unseasonably warm autumn) or natural
disasters such as hurricanes, fires or flooding; |
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the price and availability of raw materials and finished goods; |
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the impact of rising energy costs on our costs and consumer spending; |
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our dependence on and relationships with key customers; |
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consolidation among our customer base; |
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the ability of our third party producers to deliver quality products in a timely manner; |
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potential disruptions in the operation of our distribution facilities; |
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any disruption or failure of our computer systems or data network; |
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the integration of our acquired businesses; |
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our ability to successfully implement our growth plans, including growth by acquisition; |
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unforeseen liabilities associated with our acquisitions; |
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economic and political conditions in the foreign countries in which we operate or source our
products; |
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increased competition from direct sourcing; |
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our ability to maintain our licenses; |
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our ability to protect our intellectual property and prevent our trademarks, service marks and
goodwill from being harmed by competitors products; |
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our reliance on key management and our ability to develop effective succession plans; |
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our ability to develop and maintain an effective organization structure; |
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risks associated with changes in global currency exchange rates; |
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changes in interest rates on our variable rate debt; |
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the impact of labor disputes, wars or acts of terrorism on our business; |
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the effectiveness of our disclosure controls and procedures related to financial reporting; |
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our ability to maintain current pricing on our products given competitive or other factors; and |
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our ability to expand our retail operations. |
We believe these forward-looking statements are reasonable; however, you should not place undue
reliance on any forward-looking statements, which are based on current expectations. Furthermore,
forward-looking statements speak only as of the date they are made, and we undertake no obligation
to update publicly any of them in light of new information or future events.
8
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of common stock offered by
the selling shareholders under this prospectus, but we have agreed to bear all expenses (other than
direct expenses incurred by the selling shareholders, such as selling commissions, brokerage fees
and expenses and transfer taxes) associated with registering such shares under federal and state
securities laws. We are registering the shares for sale to provide the selling shareholders with
freely tradeable securities, but the registration of such shares does not necessarily mean that any
of the shares will be offered or sold by the selling shareholders.
9
SELLING SHAREHOLDERS
Pursuant to a registration rights agreement dated as of June 13, 2003 among the selling
shareholders and us, we agreed to register with the SEC resales of any shares of our Common Stock
received by the selling shareholders in connection with our acquisition of Viewpoint International,
Inc. (now the Tommy Bahama Group) from the selling stockholders of Viewpoint International, Inc.
The selling shareholders received 776,400 shares at the time of the Tommy Bahama acquisition.
In addition, pursuant to an earnout agreement dated as of June 13, 2003 among the selling
stockholders of Viewpoint International, Inc. and us, upon achievement of certain milestones by our
Tommy Bahama Group, the selling shareholders may receive up to $12.5 million from us in each of the
first four years following the Tommy Bahama acquisition. They can opt to receive up to half of
their annual earnout payment in shares of common stock (valued at $12.88 per share) in each of the
first two years. We have the right to pay up to half of the annual earnout payment in shares of
common stock (valued at the then current market price of the common stock) in each of the four
years (in the first two years, only to the extent that the selling shareholders have not opted to
receive shares of common stock).
With respect to the first year, the full $12.5 million was earned and the selling shareholders
opted to receive 485,243 shares of our Common Stock (which we issued on August 16, 2004) in payment
of half of the first year earnout payment. In accordance with the earnout agreement, we paid cash
to the selling shareholders in payment of the other half of the first-year earnout payment. With
respect to the second year, the full $12.5 million was earned and the selling shareholders opted to
receive 485,243 shares of our Common Stock (which we issued on November 23, 2005) in payment of
half of the second-year earnout payment. In accordance with the earnout agreement, we paid cash to
the selling shareholders in payment of the other half of the second-year earnout payment.
This prospectus relates to resales of up to 487,706 shares of our Common Stock issued to the
selling shareholders in August 2004 and November 2005, and not previously sold by them. If and
when we issue additional shares pursuant to the earnout agreement, we will file one or more
additional registration statements to cover resales of these shares.
Under the registration rights agreement, prior to selling any shares covered by the
registration rights agreement, a selling shareholder must offer us the right to purchase those
shares at a price per share equal to the average of the high and low per share sales prices of a
share of common stock on the trading day immediately preceding the date that the selling
shareholder offers us the shares. If we decline to purchase any of the shares so offered, the
selling shareholder may sell those shares at any time within 90 days of the offer to us. At the
expiration of the 90-day period, the selling shareholder must again offer the shares to us prior to
selling them.
The following table sets forth as of November 25, 2005:
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the name of each selling shareholder; |
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the nature of any position, office or other material relationship each
selling shareholder has had within the past three years with us or any of our
predecessors or affiliates; |
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the number of shares of common stock beneficially owned by each selling
shareholder; |
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the maximum number of shares of common stock that may be offered or sold by
each selling shareholder under this prospectus; and |
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the amount of common stock to be owned by each
selling shareholder upon the completion of the offering if all
shares covered by this registration statement are sold. |
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Shares Beneficially |
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Shares Beneficially |
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Owned After |
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Owned Prior to Offering(1) |
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Offering(1) |
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Maximum |
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Percentage |
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Number of Shares |
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Percentage |
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Names of Selling Shareholders(2) |
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Number |
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of Class |
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Being Offered |
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Number |
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of Class |
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SKM-TB, LLC(3) |
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172,528 |
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* |
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172,528 |
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0 |
% |
Whole Duty Investment Ltd. (4) |
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154,547 |
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* |
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154,547 |
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0 |
% |
S. Anthony Margolis(5) |
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74,972 |
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* |
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74,972 |
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0 |
% |
Margolis Family Stock Trust for the benefit of Jodi Koopman(6) |
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1,568 |
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* |
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1,568 |
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0 |
% |
Margolis Family Stock Trust for the benefit of David Margolis(6) |
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1,568 |
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* |
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1,568 |
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0 |
% |
Margolis Family Stock Trust for the benefit of Lucas Margolis(6) |
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1,568 |
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* |
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1,568 |
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0 |
% |
Margolis Family Stock Trust for the benefit of Katelyn Margolis(6) |
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1,568 |
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* |
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1,568 |
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0 |
% |
Margolis Family Stock Trust for the benefit of Brandon Margolis(6) |
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1,568 |
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* |
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1,568 |
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0 |
% |
William S. Sterns III, Trustee(6) |
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7,840 |
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* |
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7,840 |
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0 |
% |
Bonita Beach Blues Inc.(7) |
|
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23,683 |
|
|
|
* |
|
|
|
23,683 |
|
|
|
|
|
|
|
0 |
% |
Lucio Dalla Gasperina(8) |
|
|
54,136 |
|
|
|
* |
|
|
|
54,136 |
|
|
|
|
|
|
|
0 |
% |
Total(9) |
|
|
487,706 |
|
|
|
2.8 |
% |
|
|
487,706 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
* |
|
Indicates less than 1%. |
|
(1) |
|
Each beneficial owner listed in the table has both voting and investment power over
the applicable shares unless otherwise indicated. The amounts and percentages of common stock
beneficially owned prior to this offering have been calculated in accordance with applicable
SEC regulations. These regulations require shares underlying stock options or warrants to be
considered outstanding (solely for purposes of calculating the relevant holders percentage)
if they are issuable within 60 days of November 25, 2005. The percentages of beneficial
ownership are based on an aggregate of 17,603,213 shares of our Common Stock outstanding as of
November 25, 2005. |
|
(2) |
|
Each of the selling shareholders listed in the table was a stockholder of Viewpoint
International, Inc., which we refer to throughout this prospectus as the Tommy Bahama Group,
prior to its acquisition by us. |
|
(3) |
|
SKM Equity Fund III, L.P. is the managing member of SKM-TB, LLC. SKM Partners, LLC is
the general partner of SKM Equity Fund III, L.P. One current partner and one former partner of
SKM Partners, LLC, John F. Megrue, Jr. and David J. Oddi (each of whom disclaims control of
SKM Partners, LLC and SKM-TB, LLC), were directors of the Tommy Bahama Group prior to its
acquisition by us. SKM Partners, LLC, is controlled by a management committee consisting of
Allan W. Karp and John F. Megrue, Jr. Apax Partners, L.P., the successor to Saunders Karp &
Megrue, L.P., an affiliate of SKM Equity Fund III, L.P., provided the Tommy Bahama Group with
financial advisory services pursuant to an advisory agreement which was terminated upon our
acquisition of the Tommy Bahama Group. |
|
(4) |
|
Whole Duty Investment Ltd. is controlled by Yeung Yuk Wai. |
|
(5) |
|
Mr. Margolis has been a Group Vice President of our Company and Chief Executive
Officer of the Tommy Bahama Group (formerly known as Viewpoint International, Inc.) since
2003. Prior to joining our Company, Mr. Margolis had been the Chief Executive Officer and
President of Viewpoint International, Inc. since 1992. |
|
(6) |
|
Mr. Sterns is the sole trustee of each of the indicated trusts and may be deemed to
be the beneficial owner of the shares held by each such trust. Mr. Sterns is not selling any
shares in this offering in his personal capacity. All shares indicated as being sold by Mr.
Sterns are shares attributed to him, but being sold by the trusts. |
|
(7) |
|
Bonita Beach Blues Inc. is controlled by Robert Emfield. |
|
(8) |
|
Mr. Gasperina is currently Executive Vice President of the Tommy Bahama Group and
also served in that capacity prior to our acquisition of the Tommy Bahama Group. |
|
(9) |
|
All totals do not reflect amounts listed next to Mr. Sterns as sole trustee, as such
shares are duplicative of those held by the indicated trusts. See note (6). |
11
PLAN OF DISTRIBUTION
The sale of common stock by the selling shareholders and any of their pledgees, assignees and
successors-in-interest pursuant to this prospectus may be effected from time to time in one or more
transactions on the New York Stock Exchange or otherwise at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
The selling shareholders from time to time may offer and sell the shares directly to
purchasers or through agents, underwriters or dealers. Such sales may be in the form of:
|
|
|
ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers; |
|
|
|
|
block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to facilitate the
transaction; |
|
|
|
|
purchases by a broker-dealer as principal and resale by the broker-dealer
for its own account; |
|
|
|
|
exchange distributions in accordance with the rules of the New York Stock
Exchange or any other applicable exchange; |
|
|
|
|
privately negotiated transactions;
|
|
|
|
|
short sales; |
|
|
|
|
agreements between broker-dealers and the selling shareholders to sell a
specified number of shares at a stipulated price per share; |
|
|
|
|
a combination of any such methods of sale; and |
|
|
|
|
any other method permitted pursuant to applicable law. |
Agents or underwriters acting on behalf of the selling shareholders may receive compensation
from the selling shareholders or from purchasers of the common stock for whom they act as agent in
the form of discounts, concessions or commissions. Underwriters may sell the common stock to or
through dealers, and such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for whom they may act as
agents. Agents, underwriters and dealers that participate in the distribution of common stock may
be deemed to be underwriters for purposes of the Securities Act of 1933, as amended, which we refer
to as the Securities Act, and any discounts, concessions or commissions received by them from the
selling shareholders and any profit on the resale of common stock by them may be deemed to be
underwriting discounts and commissions under the Securities Act. To our knowledge, the selling
shareholders have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of the shares, nor is there any underwriter or
coordinating broker acting in connection with the proposed sale of shares by the selling
shareholders.
The selling shareholders may enter into hedging transactions with broker-dealers in connection
with distributions of the shares or otherwise. In such transactions, broker-dealers or other
financial institutions may engage in short sales of the shares in the course of hedging the
positions they assume
12
with selling shareholders. The selling shareholders may also sell shares short and deliver
the shares to close out such short positions. The selling shareholders may also enter into option
or other transactions with broker-dealers, which require the delivery to the broker-dealer of the
shares. The broker-dealer may then resell or otherwise transfer such shares pursuant to this
prospectus. The selling shareholders may also pledge or loan the shares to a broker-dealer. The
broker-dealer may sell the shares so loaned, or upon a default, the broker-dealer may sell the
pledged shares pursuant to this prospectus. Any of these transactions, if undertaken, may have the
effect of lowering the trading price of the common stock.
The selling shareholders may from time to time pledge or grant a security interest in some or
all of the shares of our Common Stock owned by them and, if they default in the performance of
their secured obligations, the pledges or secured parties may offer and sell the shares of common
stock from time to time under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision on the Securities Act amending the list of selling
shareholders to include the pledgee, transferee or other successors-in-interest as selling
shareholders under this prospectus.
At the time a particular offer of shares is made, a prospectus supplement, if required, will
be distributed that will set forth the names of any agents, underwriters or dealers and any
compensation from the selling shareholders and any other required information.
If sold through third parties, in most states, the shares must be sold through registered or
licensed brokers or dealers. We have advised the selling shareholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the
activities of the selling shareholders and their affiliates. In addition, we will make copies of
this prospectus available to the selling shareholders and we have informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the
shares offered hereby. The selling shareholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.
We will pay all expenses incident to the offering and sale of the shares to the public other
than any commissions and discounts of underwriters, dealers or agents and any transfer taxes. We
estimate that we will spend approximately $16,700 for expenses in connection with the offering of
shares by the selling shareholders.
Agents, underwriters or dealers may engage in transactions with or perform services for us in
the ordinary course of business.
VALIDITY OF COMMON STOCK
The validity of the common stock offered hereby will be passed upon for us by Sheridan B.
Johnson, our Corporate Secretary. As of November 29, 2005, Ms. Johnson did not own any shares of
our Common Stock nor did she have any options to purchase shares.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated
financial statements included in our Annual Report on Form 10-K for
the year ended June 3, 2005, and managements assessment of
the effectiveness of our internal control over financial reporting as
of June 3, 2005, as
set forth in their reports, which are incorporated by reference in this prospectus. Our financial
statements and managements assessment are incorporated by
reference in reliance on Ernst & Young LLPs reports, given on their
authority as experts in accounting and auditing.
13
487,706 Shares
OXFORD INDUSTRIES, INC.
Common Stock
PROSPECTUS
, 2005
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
|
|
|
|
|
SEC registration fee |
|
$ |
2,932 |
|
Legal fees and expenses |
|
|
5,000 |
|
Accounting fees and expenses |
|
|
3,750 |
|
Printing expenses |
|
|
5,000 |
|
Miscellaneous |
|
|
0 |
|
|
|
|
|
Total |
|
$ |
16,682 |
|
|
|
|
|
|
|
|
* |
|
All expenses, other than the SEC registration fee, are estimated. |
Item 15. Indemnification of Directors and Officers
The registrant is incorporated under the laws of the State of Georgia. The articles of
incorporation and bylaws of the registrant provide that the registrant shall indemnify its
directors and officers to the fullest extent permitted by the Georgia Business Corporation Code.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code provides that a
corporation may indemnify or obligate itself to indemnify an individual made a party to a
proceeding because he or she is or was a director against liability incurred in the proceeding if:
(1) such individual conducted himself or herself in good faith; and (2) such individual reasonably
believed: (A) in the case of conduct in his or her official capacity, that such conduct was in the
best interests of the corporation; (B) in all other cases, that such conduct was at least not
opposed to the best interests of the corporation; and (C) in the case of any criminal proceeding,
that the individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of
Section 14-2-851 of the Georgia Business Corporation Code provides that a corporation may not
indemnify a director: (1) in connection with a proceeding by or in the right of the corporation,
except for reasonable expenses incurred in connection with the proceeding if it is determined that
the director has met the relevant standard of conduct; or (2) or in connection with any proceeding
with respect to conduct for which he or she was adjudged liable on the basis that personal benefit
was improperly received by him or her, whether or not involving action in his or her official
capacity. Notwithstanding the foregoing, pursuant to Section 14-2-854, a court shall order a
corporation to indemnify or give an advance for expenses to a director if such court determines the
director is entitled to indemnification under Section 14-2-854 or if it determines that in view of
all relevant circumstances, it is fair and reasonable, even if the director has not met the
standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of the Georgia
Business Corporation Code or was adjudged liable in a proceeding referred to in subsection (d) of
Section 14-2-851 of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the director was a party because he or she was a director of the corporation
against reasonable expenses incurred by the director in connection with the proceeding.
Subsection (c) of Section 14-2-857 of the Georgia Business Corporation Code provides that an
officer of the corporation who is not a director is entitled to mandatory indemnification under
Section 14-2-852 and may apply to a court under Section 14-2-854 for indemnification or advances
for expenses, in
each case to the same extent to which a director may be entitled to indemnification or
advances for expenses under those provisions. In addition, subsection (d) of Section 14-2-857
provides that a corporation may also indemnify and advance expenses to an employee or agent who is
not a director to the extent, consistent with public policy, that may be provided by its articles
of incorporation, bylaws, action of its board of directors or contract.
As permitted by the Georgia Business Corporation Code, Article XII of the registrants
Articles of Incorporation provides that a director shall not be personally liable to the registrant
or its shareholders for monetary damages for breach of duty of care or other duty as a director,
except that such provision shall not eliminate or limit the liability of a director (a) for any
appropriation, in violation of his or her duties, of any business opportunity of the registrant,
(b) for any acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) for the directors personal liability for the improper portion of any
distribution by the registrant (as measured against the solvency of the registrant) approved by the
director; provided that the director violated his or her duties of good faith or care, or (d) for
any transaction from which the director derived an improper personal benefit. The Articles of
Incorporation of the registrant further provide that if the Georgia Business Corporation Code is
amended to authorize corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the registrant shall be eliminated or limited to the
fullest extent permitted by the Georgia Business Corporation Code, as so amended. Article XII of
the registrants articles of incorporation also provides that neither the amendment or repeal of
such Article XII nor the adoption of any provision of the registrants articles of incorporation
inconsistent with such Article XII shall eliminate or adversely affect any right of protection of a
director of the registrant existing immediately prior to such amendment, repeal or adoption.
Under Article VI of the registrants bylaws, the registrant is required to indemnify each
person who is now, has been, or who will hereafter become a director or officer of the registrant,
whether or not then in office. The registrant is required to indemnify any such director or officer
against all costs and expenses reasonably incurred by or imposed upon him or her in connection with
or resulting from any demand, action, suit or proceedings or threat thereof, to which he or she may
be a party as a result 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 director or officer at the request of the
registrant, except in relation to matters as to which a recovery shall be had against him or
penalty imposed upon him by reason of his having been finally adjudged in such action, suit or
proceedings to have been derelict in the performance of his duties as such director or officer. The
foregoing right to indemnity includes 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 of executive committee of the registrant to be in the best interests of the
registrant, and is not exclusive of other rights to which such director or officer may be entitled
as a matter of law.
The registrants 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 16. Exhibits
|
|
|
Exhibit |
|
Description |
2.1
|
|
Stock Purchase Agreement, dated as of April 26, 2003, among
Viewpoint International, Inc., the Stockholders of Viewpoint
International, Inc. and the registrant. Incorporated by reference
to Exhibit 2.1 to the registrants Form 8-K |
II-2
|
|
|
|
|
filed on June 26, 2003. |
|
|
|
2.2
|
|
Earnout Agreement, dated as of June 13, 2003, among the
Stockholders of Viewpoint International, Inc. and the registrant.
Incorporated by reference to Exhibit 2.2 to the registrants Form
8-K filed on June 26, 2003. |
|
|
|
3.1
|
|
Articles of Incorporation of the registrant. Incorporated by
reference to Exhibit 3.1 to the registrants Form 10-Q for the
fiscal quarter ended August 29, 2003. |
|
|
|
3.2
|
|
Bylaws of the registrant. Incorporated by reference to Exhibit
3(a) to the registrants Form 10-Q for the fiscal quarter ended
September 2, 2005. |
|
|
|
4.1
|
|
Registration Rights Agreement dated as of June 13, 2003 among the
registrant and the Sellers listed on Schedule 1 thereto.
Incorporated by reference to Exhibit 2.3 to the registrants Form
8-K filed on June 26, 2003. |
|
|
|
5.1
|
|
Opinion of Sheridan B. Johnson. |
|
|
|
23.1
|
|
Consent of Sheridan B. Johnson (included as part of Exhibit 5.1). |
|
|
|
23.2
|
|
Consent of Ernst & Young LLP, independent registered public
accounting firm. |
|
|
|
24.1
|
|
Power of Attorney. |
|
|
|
24.2
|
|
Power of Attorney (included on
signature page) |
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are made, a post-effective amendment
to this Registration Statement:
|
(1) |
|
To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; |
|
|
(2) |
|
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. Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee Table in the effective Registration Statement; |
|
|
(3) |
|
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) and (2) 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
of Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
II-3
(b) 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.
(c) 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 further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrants annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the 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.
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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of the Registration Statement in
reliance upon Rule 430A under the Securities Act of 1933 and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
1933 shall be deemed to be part of the Registration Statement as of the time it was declared
effective.
(b) For the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus 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.
II-4
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-3 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 November 30, 2005.
|
|
|
|
|
|
|
|
|
Oxford Industries, Inc. |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ J. Hicks Lanier |
|
|
|
|
|
|
Name: J. Hicks Lanier
|
|
|
|
|
|
|
Title: Chairman of the Board and
Chief Executive Officer |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints J. Hicks Lanier, Thomas Caldecot Chubb III, and Sheridan B. Johnson 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 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 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 of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
|
|
Signature |
|
|
|
Title |
|
|
|
Date |
|
/s/ J. Hicks Lanier
J. Hicks Lanier |
|
|
|
Chairman and
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
/s/ Thomas Caldecot Chubb III
Thomas Caldecot Chubb III |
|
|
|
Executive Vice President
(Principal Financial
Officer)
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
/s/ K. Scott Grassmyer
K. Scott Grassmyer |
|
|
|
Senior Vice President,
Controller and Chief
Accounting Officer
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
*
Cecil D. Conlee |
|
|
|
Director
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
*
Thomas Gallagher |
|
|
|
Director
|
|
|
|
November 30, 2005 |
II-5
|
|
|
|
|
|
|
|
|
Signature |
|
|
|
Title |
|
|
|
Date |
*
J. Reese Lanier |
|
|
|
Director
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
*
S. Anthony Margolis |
|
|
|
Director
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
*
James A. Rubright |
|
|
|
Director
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
*
Robert E. Shaw |
|
|
|
Director
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
*
Clarence H. Smith |
|
|
|
Director
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
*
Helen B. Weeks |
|
|
|
Director
|
|
|
|
November 30, 2005 |
|
|
|
|
|
|
|
|
|
*
E. Jenner Wood III |
|
|
|
Director
|
|
|
|
November 30, 2005 |
|
|
|
|
|
* By:
|
|
/s/ Sheridan B. Johnson |
|
|
|
|
Sheridan B. Johnson
|
|
|
|
|
as Attorney-in-Fact |
|
|
II-6
EXHIBIT INDEX
|
|
|
Exhibit |
|
Description |
2.1
|
|
Stock Purchase Agreement, dated as of April 26, 2003, among
Viewpoint International, Inc., the Stockholders of Viewpoint
International, Inc. and the registrant. Incorporated by reference
to Exhibit 2.1 to the registrants Form 8-K filed on June 26,
2003. |
|
|
|
2.2
|
|
Earnout Agreement, dated as of June 13, 2003, among the
Stockholders of Viewpoint International, Inc. and the registrant.
Incorporated by reference to Exhibit 2.2 to the registrants Form
8-K filed on June 26, 2003. |
|
|
|
3.1
|
|
Articles of Incorporation of the registrant. Incorporated by
reference to Exhibit 3.1 to the registrants Form 10-Q for the
fiscal quarter ended August 29, 2003. |
|
|
|
3.2
|
|
Bylaws of the registrant. Incorporated by reference to Exhibit
3(a) to the registrants Form 10-Q for the fiscal quarter ended
September 2, 2005. |
|
|
|
4.1
|
|
Registration Rights Agreement dated as of June 13, 2003 among the
registrant and the Sellers listed on Schedule 1 thereto.
Incorporated by reference to Exhibit 2.3 to the registrants Form
8-K filed on June 26, 2003. |
|
|
|
5.1
|
|
Opinion of Sheridan B. Johnson. |
|
|
|
23.1
|
|
Consent of Sheridan B. Johnson (included as part of Exhibit 5.1). |
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23.2
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Consent of Ernst & Young LLP, independent registered public
accounting firm. |
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24.1
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Power of Attorney. |
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24.2
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Power of Attorney (included on
signature page) |
II-7
EXHIBIT 5.1
[Letterhead of Oxford Industries, Inc.]
November 30, 2005
Oxford Industries, Inc.
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Ladies and Gentlemen:
I am the Corporate Secretary of and in-house counsel to Oxford Industries,
Inc., a Georgia corporation (the "Company"), and have represented the Company as
such in connection with the preparation of a Registration Statement on Form S-3
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 487,706 shares (the "Shares") of common stock, par value
$1.00 per share (the "Common Stock"), of the Company outstanding as of the date
hereof that may be sold by certain shareholders of the Company.
In so acting, I have reviewed such matters of law and examined original,
certified, conformed or photographic copies of such documents, records,
agreements and certificates as I have deemed necessary as a basis for the
opinion hereinafter expressed. In such review, I have assumed the genuineness of
signatures on all documents submitted to me as originals and the conformity to
original documents of all copies submitted to me as certified, conformed or
photographic copies.
This opinion is limited in all respects to 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 opinion 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 all of the assumptions,
limitations and qualifications set forth herein, I am of the opinion that:
(i) The Shares are duly authorized.
(ii) The Shares are validly issued, fully paid and non-assessable.
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 laws that occur, which could affect the opinions
contained herein.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Validity of
Common Stock" in the prospectus that is included in the Registration Statement.
Very truly yours,
/s/ Sheridan B. Johnson
--------------------------
Sheridan B. Johnson
Secretary
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Oxford Industries,
Inc. for the registration of 487,706 shares of its common stock and to the
incorporation by reference therein of our reports dated August 11, 2005, with
respect to the consolidated financial statements of Oxford Industries, Inc.,
Oxford Industries, Inc. management's assessment of the effectiveness of internal
controls over financial reporting, and the effectiveness of internal control
over financial reporting of Oxford Industries, Inc., included in its Annual
Report (Form 10-K) for the year ended June, 3, 2005, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
November 30, 2005
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Oxford Industries, Inc. (the "Company"),
does hereby constitute and appoint Sheridan B. Johnson, Mary Margaret Heaton and
Tiffany Easton his true and lawful attorneys-in-fact and agents, with full power
of substitution and re-substitution, for him and in his name, place and stead,
to sign (i) a Form S-8 registration statement to be filed in connection with the
adoption of an amended non-qualified deferred compensation plan and/or (ii) a
Form S-3 registration statement to be filed in connection with the issuance of
shares pursuant to the Earnout Agreement with Viewpoint International, Inc., and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto the
attorney-in-fact full power and authority to sign such document 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 attorney-in-fact, or his substitutes, may lawfully do or cause to be
done by virtue hereof. In addition, each such attorney-in-fact shall have full
power and authority to do and perform any and all acts on his behalf which may
be necessary or desirable to complete, execute and timely file any such Forms
with the United States Securities and Exchange Commission and any stock exchange
or similar authority.
/s/ Cecil D. Conlee
-----------------------------
Cecil D. Conlee
/s/ Thomas Gallagher
-----------------------------
Thomas Gallagher
/s/ J. Reese Lanier
-----------------------------
J. Reese Lanier
/s/ James A. Rubright
-----------------------------
James A. Rubright
/s/ Robert E. Shaw
-----------------------------
Robert E. Shaw
/s/ Clarence H. Smith
-----------------------------
Clarence H. Smith
/s/ Helen B. Weeks
-----------------------------
Helen B. Weeks
/s/ E. Jenner Wood III
-----------------------------
E. Jenner Wood III
Date: October 10, 2005
State of: Georgia
County of: Fulton
On this 10th day of October, 2005, before me personally appeared [Director],
known to me to be the person named in this instrument, and acknowledged that he
executed the same as his free act and deed.
/s/ Sandra Gilbert
- ------------------
Notary Public
My Commission expires: May 19, 2006
[NOTARY SEAL]