As filed with the Securities and Exchange Commission February 20, 2004.
File No. 333-_________
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UNITED STATES
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 Identification
incorporation or organization) No.)
222 PIEDMONT AVENUE, N.E., ATLANTA, GEORGIA 30308 (404) 659-2424
(Address, including zip code, and telephone number of Principal
Executive Offices)
OXFORD INDUSTRIES, INC. 1997 STOCK OPTION PLAN
(Full Title of the Plan)
THOMAS C. CHUBB III
VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
OXFORD INDUSTRIES, INC.
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308
(404) 659-2424
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to Maximum Maximum Amount of
Title of Securities be Registered Offering Price Aggregate Registration
to be Registered Per Share Offering Price (1) Fee
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Common Stock, $1.00 par value 1,500,000 $42.05 (2) $63,075,000 (2) $7,992
shares(1)
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(1) Includes an indeterminate number of additional shares that may be issued
as the result of any future stock split, stock dividend or other
adjustment of the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the high and low
prices of the Common Stock reported on the New York Stock Exchange on
February 17, 2004.
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E
to Form S-8 by Oxford Industries, Inc., a Georgia corporation (the
"Registrant"), to register 1,500,000 shares of common stock, par value $1.00 per
share (the "Common Stock"), which shares are in addition to those previously
registered on a Registration Statement on Form S-8 (File No. 333-59411) filed
with the Securities and Exchange Commission (the "Commission") on July 20, 1998
for issuance pursuant to the Oxford Industries, Inc. 1997 Stock Option Plan (the
"Plan"). The Registrant incorporates herein by reference the contents of such
previously filed Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference and deemed to be a part hereof from the date of the filing of such
documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
May 30, 2003 (File No. 001-04365);
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended August 30, 2003 and November 28, 2003 (File No.
001-04365);
(c) The Registrant's Current Reports on Form 8-K filed on June 26,
2003, July 16, 2003, July 17, 2003, October 2, 2003, December
15, 2003, January 7, 2004 and January 27, 2004 (File No.
001-04365); and
(d) The description of the Common Stock contained in the
Registrant's Registration Statement filed on Form 8-A which
became effective on July 23, 1960 (File No. 001-04365).
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, will be deemed incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
and filed prior to the filing hereof shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein modifies or supersedes such earlier statement, and
any statement contained herein or in any other document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained in any
other subsequently filed document which is also incorporated by reference herein
modifies or supersedes such earlier statement. Any such earlier statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the common stock offered hereby will be passed upon for
us by Thomas C. Chubb III, our Vice President, Secretary & General Counsel. As
of January 28, 2004, Mr. Chubb beneficially owned 2,000 shares of our common
stock and had options to purchase 33,470 shares.
ITEM 6. 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 director's
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 violates 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 Registrant's articles of
incorporation also provides that neither the amendment or repeal of such Article
XII nor the adoption of any provision of the Registrant's 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 Registrant's 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 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 8. EXHIBITS
See Exhibit Index, which is incorporated herein by reference.
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-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 February, 20, 2004.
OXFORD INDUSTRIES, INC.
By: /s/ J. Hicks Lanier
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J. Hicks Lanier
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated as of February 20, 2004.
/s/ J. Hicks Lanier
------------------------------------------------ Chairman and Chief Executive Officer, Director
J. Hicks Lanier
/s/ Ben B. Blount, Jr. Executive Vice President - Finance, Planning and
------------------------------------------------ Administration, Chief Financial Officer, Director
Ben B. Blount, Jr.
/s/ K. Scott Grassmyer Vice President - Controller (Chief Accounting Officer)
------------------------------------------------
K. Scott Grassmyer
/s/ Knowlton J. O'Reilly* Group Vice President, Director
------------------------------------------------
Knowlton J. O'Reilly
/s/ Cecil D. Conlee* Director
------------------------------------------------
Cecil D. Conlee
/s/ Thomas Gallagher* Director
------------------------------------------------
Thomas Gallagher
/s/ J. Reese Lanier* Director
------------------------------------------------
J. Reese Lanier
/s/ Clarence B. Rogers, Jr.* Director
------------------------------------------------
Clarence B. Rogers, Jr.
/s/ Robert E. Shaw* Director
------------------------------------------------
Robert E. Shaw
/s/ Clarence H. Smith* Director
------------------------------------------------
Clarence H. Smith
/s/ Helen B. Weeks* Director
------------------------------------------------
Helen B. Weeks
/s/ E. Jenner Wood* Director
------------------------------------------------
E. Jenner Wood
* /s/ Thomas C. Chubb III
------------------------------------------------
Attorney-in-Fact
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
3.1 Restated Articles of Incorporation of Oxford Industries, Inc. (Incorporated by
reference to Exhibit 3.1 to the Registrant's Form 10-Q for the quarter ended
August 29, 2003).
3.2 Bylaws of the Registrant as amended October 6, 2003 (Incorporated by reference
to Exhibit 3.2 to the Registrant's Form 10-Q for the quarter ended August 29,
2003).
5.1 Opinion of Thomas C. Chubb III, Esq., Vice President - Law & Administration,
Secretary & General Counsel of the Registrant, as to the validity of the shares
of the Common Stock of the Registrant registered hereby.
23.1 Consent of Thomas C. Chubb III, Esq., Vice President - Law & Administration,
Secretary & General Counsel of the Registrant (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Mahoney Cohen & Company, CPA, P.C., independent auditors.
24.1 Powers of Attorney.
99.1 1997 Stock Option Plan, as amended effective July 14, 2003 (Incorporated by
reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended
August 29, 2003).