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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________________
OXFORD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-0831862
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
(Address, including zip code, of registrant's
principal executive offices)
Oxford Industries, Inc. 1992 Stock Option Plan
(Full Title of the Plans)
J. Hicks Lanier
Chairman of the Board of Directors and President
Oxford Industries, Inc.
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
(Name and address of agent for service)
(404) 659-2424
(Telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
Title of |Amount | Proposed Maximum | Proposed Maximum | Amount of
Securities to|to be | Offering Price | Aggregate |Registration
be Registered|Registered| Per Share(1) | Offering Price(1) | Fee
______________________________________________________________________________
Common Stock,| | | |
par value | | | |
$1.00 per | | | |
share |500,000 | | |
| shares |$16 15/16 | $8,468,750 | $2,921
______________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low sales
prices per share of Common Stock of Oxford Industries, Inc. as reported
on the New York Stock Exchange on November 2, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 relates to up to an
additional 500,000 shares of common stock, par value $1.00 per
share ("Common Stock"), of Oxford Industries, Inc. (the "Company")
to be issued to employees of the Company pursuant to the Oxford
Industries, Inc. 1992 Stock Option Plan.
Item 3. Incorporation of Certain Documents by Reference
The following documents have been previously filed by Oxford
Industries, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") and are hereby incorporated by
reference into this Registration Statement as of their respective
dates:
(1) The Company's latest Annual Report to the Commission on
Form 10-K for the year ended June 2, 1995 ("Annual
Report").
(2) All reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since June 3,
1995.
(3) The description of the Company's Common Stock contained
in the Registration Statement filed under Section 12 of
the Exchange Act.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and 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 such securities then remaining unsold.
Item 4. Description of Securities
Not Applicable
Item 5. Interest of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation eliminate, to the
fullest extent permitted by applicable law, the personal liability
of directors to the Company or its shareholders for monetary
damages for breach of duty of care or any other duty owed to the
Company 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
Company, (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 Company's Bylaws, each person who is
now, has been, or who shall hereafter become a director or officer
of the Company, whether or not then in office, shall be
indemnified by the Company against all costs and 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 or be reason
of his being or having been a director or officer of the Company
or of any other corporation which he serves as a director or
officer at the request of the Company, 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 indemnify shall include reimbursement of the
amounts and expenses paid in settling the any such demand, suit or
proceedings or threat thereof when settling the same appears to
the Board of Directors or the Executive Committee to be in the
best interest of the Company, and shall not be exclusive of other
rights to which such director or officer may be entitled as a
matter of law.
The Company's directors and executive officers are insured
against damages from actions and claims incurred in the course of
performing duties, and the Company is insured against expenses
incurred in defending lawsuits arising from certain alleged acts
against directors and executive officers.
Item 7. Exemptions from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 - Articles of Incorporation of the Company
incorporated by reference to Exhibit 3 (A) to
the Company's Form 10-Q for the fiscal quarter
ended August 28, 1992.
4.2 - Bylaws of the Company incorporated by reference
to Exhibit 3(B) to the Company's Form 10-K for
the fiscal year ended June 3, 1994.
5.1 - Opinion by David Ginn.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of David Ginn (included in Exhibit 5.1).
99.1 - Oxford Industries, Inc. 1992 Stock Option Plan
(incorporated by reference to the Registrant's
Proxy Statement dated August 28, 1992.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or
Form S-8, and 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 Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That for purposes of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's 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.
(c) 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 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 June 2, 1995 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 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 Atlanta, State of Georgia on the 6th
day of November, 1995.
Oxford Industries, Inc.
By: /s/ J. Hicks Lanier*
--------------------
J. Hicks Lanier
Chairman and President, Chief
Executive Officer and Director
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 or her 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 or she 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.
*By power of attorney
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacity indicated on the 7th day of
November, 1995.
Signature Title
/s/ J. Hicks Lanier*
------------------- Chairman and President,
J. Hicks Lanier Chief Executive Officer and
Director
/s/ Debra A. Pauli*
------------------ Controller and Chief
Debra A. Pauli Accounting Officer
/s/ Ben B. Blount, Jr.*
--------------------- Executive Vice President Planning,
Ben B. Blount, Jr. Finance and Administration Chief
Financial Officer, Director
/s/ Cecil D. Conlee*
------------------- Director
Cecil D. Conlee
/s/ John B. Ellis*
----------------- Director
John B. Ellis
/s/ Tom Gallagher*
----------------- Director
Tom Gallagher
*By power of attorney
/s/ Clifford M. Kirtland, Jr.*
----------------------------- Director
Clifford M. Kirtland, Jr.
/s/ J. Reese Lanier*
------------------- Director
J. Reese Lanier
/s/ R. William Lee, Jr.*
----------------------- Director
R. William Lee, Jr.
/s/ Knowlton J. O'Reilly*
------------------------ Director
Knowlton J. O'Reilly
/s/ Clarence B. Rogers, Jr.*
--------------------------- Director
Clarence B. Rogers, Jr.
/s/ Robert E. Shaw*
------------------- Director
Robert E. Shaw
/s/ E. Jenner Wood*
------------------ Director
E. Jenner Wood
*By power of attorney
EXIBIT 5.1
October 18, 1995
Oxford Industries, Inc.
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Gentlemen:
I have acted as General 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 (i) an additional 249,570 shares of the Company's common stock, par
value of $1.00 per share ("Common Stock"), to be issued upon the exercise of
options ("Options") granted pursuant to the Oxford Industries, Inc.1984 Stock
Option Plan (the "1984 Stock Option Plan") and (ii) and additional 500,000
shares that may be issued pursuant to the Oxford Industries, Inc. 1992 Stock
Option Plan (the "1992 Stock Option Plan") (all such shares referred to in
clauses (i) and (ii) are referred to herein as the "Shares").
As counsel, I have reviewed 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 me 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 the opinion set forth in clause (ii) below, I have
assumed the following: (i) the Shares that may be issued pursuant to the
1992 Stock Option Plan and upon exercise of the options 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 of 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 pursuant to the 1992 Stock
Option Plan or upon exercise of the Options against payment therefor, as
provided in the 1984 Stock Option Plan, as the case may be, such Shares will
be validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof. 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 without my 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 INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated July 14, 1995 included in or incorporated by
reference in Oxford Industries, Inc.'s Form 10-K for the year
ended June 2, 1995 and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
\s\Arthur Andersen LLP
- ----------------------
Atlanta, Georgia
November 2, 1995
EXHIBIT 99.1
Exhibit Description Page No.
4.1 - Articles of Incorporation of the Company
incorporated by reference to Exhibit 3
(A) to the Company's Form 10-Q for the
fiscal quarter ended August 28, 1992. -
4.2 - Bylaws of the Company incorporated by
reference to Exhibit 3(B) to the Company's
Form 10-K for the fiscal year ended June 3,
1994. -
5.1 - Opinion by David Ginn. 9 - 10
23.1 - Consent of Arthur Andersen LLP. 11
23.2 - Consent of David Ginn (included in
Exhibit 5.1). 9 - 10
99.1 - Oxford Industries, Inc. 1992 Stock Option
Plan incorporated by reference to the
Registrant's Proxy Statement dated
August 28, 1992. -