-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mo4Et2KYug2ISPbfYGu/7lzBsRYBCEkMc+cRxYf0eBDl7eMITlRqsC8JeOCCb6nf EcN9Iu7vqW/qVzB4NFBwkw== 0000950168-96-001097.txt : 19960620 0000950168-96-001097.hdr.sgml : 19960620 ACCESSION NUMBER: 0000950168-96-001097 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960619 EFFECTIVENESS DATE: 19960708 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPEIZMAN INDUSTRIES INC CENTRAL INDEX KEY: 0000092827 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 560901212 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06289 FILM NUMBER: 96582971 BUSINESS ADDRESS: STREET 1: P O BOX 31215 CITY: CHARLOTTE STATE: NC ZIP: 28231 BUSINESS PHONE: 7043723751 MAIL ADDRESS: STREET 1: P O BOX 31215 CITY: CHARLOTTE STATE: NC ZIP: 28231 S-8 1 SPEIZMAN S-8 44017.1 As filed with the Securities and Exchange Commission on June 19, 1996. Registration No. 33-___________________ ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION 450 FIFTH STREET, N.W. WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- SPEIZMAN INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 56-0901212 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 508 West Fifth Street Charlotte, North Carolina 28202 (Address of Principal Executive Offices, including zip code) SPEIZMAN INDUSTRIES, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full Title of the Plan) Josef Sklut Copy to: Speizman Industries, Inc. Elizabeth G. Wren, Esq. 508 West Fifth Street Petree Stockton, L.L.P. Charlotte, North Carolina 28202 3500 One First Union Center (704) 372-3751 301 South College Street (Name, Address, and Telephone Charlotte, NC 28202 Number of Agent for Service) (704) 338-5000 - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Proposed Proposed Maximum Maximum Amount of Title of Securities Amount To Be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.10 Par Value 15,000 (1) $5.125 (2) $76,875 $100.00 - --------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also includes such indeterminate number of additional shares of Common Stock of the Registrant as may be issuable as a result of stock splits, stock dividends or similar transactions as described in the Stock Option Plan for Non-Employee Directors. (2) Estimated solely for purposes of calculating the registration fee. The maximum offering price per share is based upon the average of the high and low prices of the Common Stock of the Registrant as reported on The Nasdaq Stock Market on June 14, 1996. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information * Item 2. Registrant Information and Employee Plan Annual Information * * As permitted by the rules of the Securities and Exchange Commission, the documents containing the information required by Part I of Form S-8 will not be filed with the Commission as part of this Registration Statement. The documents containing the information specified in Part I will be delivered to the participants as required by Rule 428(b) promulgated under the Securities Act of 1933, as amended. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference Speizman Industries, Inc. (the "Registrant") hereby incorporates by reference in this Registration Statement the following documents: (a) The Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "Commission") pursuant to Section 13(a) under the Securities Act of 1934, as amended (the "Exchange Act"), containing audited consolidated financial statements for the fiscal year of the Registrant ended July 1, 1995; (b) All other reports filed with the Commission pursuant to Section 13(a) of the Exchange Act since July 1, 1995; and (c) The description of the Common Stock contained in the Registration Statement of the Registrant filed pursuant to Section 12(g) of the Exchange Act and amendments thereto. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing of such documents with the Commission. Any statement, including financial statements, contained in a document incorporated or deemed to be 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 herein or incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. 3 Item 6. Indemnification of Directors and Officers Article 8 of the Bylaws of the Registrant provides as follows: 8.1 Indemnification of Directors, Officers and Others. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including any action, suit or proceeding by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, to the fullest extent and in the manner set forth in and permitted by the General Corporation Law of the State of Delaware, as from time to time in effect, and any other applicable law, as from time to time in effect. 8.2 Authority of the Board. Any indemnification under Section 1 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the standard of conduct applicable under the General Corporation Law of the State of Delaware, as from time to time in effect, or any other applicable law, as from time to time in effect. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directed, by independent legal counsel in a written opinion, or (3) by the stockholders. 8.3 Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. 8.4 Indemnification Not exclusive. The rights of indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, employee or agent may be entitled apart from the foregoing provisions and shall continue as to any such person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of each such person. The foregoing provisions of this Article 8 shall be deemed to be a contract between the Corporation and each director, officer, employee or agent who serves in such capacity at any time while this Article 8 and the relevant provisions of the General Corporation Law of the State of Delaware and other applicable law, if any, are in effect, 4 and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of acts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Reference is made to Article Seventh of the Certificate of Incorporation of the Registrant, which provides as follows: SEVENTH: (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including any action, suit or proceeding by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, to the fullest extent and in the manner set forth in and permitted by the General Corporation Law of the State of Delaware, as from time to time in effect, and any other applicable law, as from time to time in effect. (b) The rights of the indemnification provided by this Article Seventh shall not be deemed exclusive of any other rights to which such director, officer, employee or agent may be entitled apart from the foregoing provisions and shall continue as to any such person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of each such person. The foregoing provisions of this Article Seventh shall be deemed to be a contract between the Corporation and each director, officer, employee or agent who serves in such capacity at any time while this Article Seventh and the relevant provisions of the General Corporation Law of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Reference is also made to Section 145 of Title 8 of the Delaware Code, which provides as follows: (a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), 5 judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. 6 (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. (h) For purposes of this Section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this Section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit 7 plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees). The Registrant also maintains a directors and officers liability policy which insures such persons against claims arising from certain acts or decisions by them in their capacities as directors and officers of the Registrant, subject to certain exclusions and deductible and maximum amounts. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits The following exhibits, listed in accordance with the number assigned to each in the exhibit table of Item 601 of Regulation S-K, are included in Part II of this Registration Statement. Exhibit numbers omitted are not applicable. 4 Speizman Industries, Inc. Stock Option Plan for Non-Employee Directors. 5 Legal opinion of Petree Stockton, L.L.P. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Petree Stockton, L.L.P. (Contained in Exhibit 5). 24 Power of Attorney (Contained on signature page). Item 9. Undertakings The undersigned Registrant hereby undertakes: 8 (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 this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if, the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in 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 in the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the 9 securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act, and the right to indemnification will be governed by the final adjudication of such issue. 10 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 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 County of Mecklenburg, State of North Carolina, on this 18th day of June, 1996. SPEIZMAN INDUSTRIES, INC. By:/s/ Robert S. Speizman Robert S. Speizman, President KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Robert S. Speizman and Josef Sklut, and each of them, his true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, 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/ Robert S. Speizman President (Principal Executive June 18, 1996 Robert S. Speizman Officer) and Director /s/ Josef Sklut Vice President-Finance, Secretary, June 18, 1996 Josef Sklut Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Steven P. Berkowitz Director June 18, 1996 Steven P. Berkowitz /s/ William Gorelick Director June 13, 1996 William Gorelick /s/ Scott Lea Director June 18, 1996 Scott Lea
11 EXHIBIT INDEX Exhibit No. Description Page No. 4 Speizman Industries, Inc. Stock Option Plan for Non-Employee Directors 5 Legal opinion of Petree Stockton, L.L.P. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Petree Stockton, L.L.P. (Contained in Exhibit 5). 24 Power of Attorney (Contained on signature page). EX-4 2 EXHIBIT 4 EXHIBIT 4 SPEIZMAN INDUSTRIES, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS ARTICLE I Purpose This Stock Option Plan for Non-Employee Directors (the "Plan") is designed to advance the interest of Speizman Industries, Inc. (the "Company") and its stockholders by providing an incentive to each member of the Board of Directors of the Company (the "Board"), who is not a full-time or part-time employee of the Company or its parent or subsidiary corporations ("Non-Employee Director"), to continue in the service of the Company and by creating a direct interest of the Non-Employee Directors in the future success of the Company's operations by granting to such persons options to acquire shares of the common stock of the Company, par value $.10 per share (the "Common Stock"). As used herein, "parent" shall mean a "parent corporation" as defined in Section 424(e) of the Internal Revenue Code of 1986, as amended (the "Code"), and "subsidiary" shall mean a "subsidiary corporation" as defined in Section 424(f) of the Code. ARTICLE II Administration The Plan shall be administered by the Stock Option Committee of the Board or such other committee as may be appointed by the Board from among its members to administer the Plan (the "Committee"). The Committee shall consist of not less than two Non-Employee Directors who are "disinterested persons" within the meaning of Rule 16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Committee shall have authority to adopt such rules and regulations and to make such determinations as are not inconsistent with the Plan and are necessary or desirable for its implementation and administration. All decisions, determinations and interpretations of the Committee shall be final and binding on all optionees. It is intended that the Plan be nondiscretionary for purposes of Rule 16b-3 under the Exchange Act, and the powers of the Committee under the Plan shall be limited to ministerial and nondiscretionary acts which do not affect the status of the Plan as nondiscretionary. The Committee shall hold its meetings at such times and places as it may determine, with a majority of the Committee constituting a quorum. Any action which the Committee has the power to take at a meeting may be taken by the Committee without a meeting if all of the members of the Committee give their consent to such action in writing. ARTICLE III Stock The shares to be optioned under the Plan ("Option Shares") shall be shares of authorized but unissued Common Stock of the Company. The total number of shares of Common Stock subject to awards of nonqualified stock options ("Options") granted under the Plan shall not exceed in the aggregate 15,000, except as such number of shares shall be adjusted in accordance with the provisions of Article X hereof. The Options granted under the Plan are not intended to qualify as incentive stock options under Section 422 of the Code. If an Option should expire, terminate or become unexercisable for any reason without having been exercised in full, the unpurchased Option Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for the grant of other Options under the Plan. ARTICLE IV Eligibility of Participants Each Non-Employee Director shall be eligible to receive Options in accordance with the provisions of the Plan. ARTICLE V Annual Awards On December 1st of each year, commencing on December 1, 1995, each Non-Employee Director shall be granted an Option to purchase 1,000 shares of Common Stock, subject to adjustment as provided in Article X below (the "Annual Award"). In the event that the number of shares of Common Stock available for grants under the Plan is insufficient to grant the number of Options determined as provided above, Options for the remaining number of shares of Common Stock available for grant under the Plan shall be granted in equal amounts to each Non-Employee Director. Notwithstanding the foregoing, any Non-Employee Director may elect (1) to decline an Annual Award, or (2) to revoke a previous election to decline an Annual Award, in either event, at any time prior to the date such Annual Award would otherwise be made. A Non-Employee Director who elects to decline an Annual Award will receive no compensation in lieu of such Annual Award (either at the time of such election or at any time thereafter). Upon the grant of each Annual Award, the Company and the Non-Employee Director shall enter into a stock option award agreement which shall specify the date of grant and the Option Price, as defined herein, and shall include or incorporate by reference the substance of all of the provisions set forth in Articles VI through IX below and such other provisions consistent with the Plan as the Committee may determine. The Committee shall have no discretion to select the Non-Employee Directors who will receive Annual Awards or to determine the number of Option Shares covered by such Annual Award, the Option Price per 2 Option Share, the circumstances under which an Annual Award may be granted, or the period within which Options granted pursuant to Annual Awards may be exercised or to alter any other terms or conditions in the Plan with respect to Annual Awards to Non-Employee Directors, except for administering the Plan subject to the express provisions of the Plan. Timing of Granting Annual Awards Grants of Annual Awards shall be made automatically under this Article without any action by the Committee. ARTICLE VI Option Price The per share Option exercise price (the "Option Price") for all Options granted under the Plan shall be the fair market value of the Common Stock of the Company on the date the Annual Award is granted, subject to adjustments as provided in Article X. If the Common Stock is listed for trading on any national securities exchange, then the "fair market value" shall be the closing sale price of the Common Stock on such exchange on the date of grant. If the Common Stock is not listed for trading on a national securities exchange but is traded on The Nasdaq Stock Market, then the "fair market value" shall be the last sale price reported by The Nasdaq Stock Market on the date of grant. If the Common Stock is neither traded on any national securities exchange nor traded on The Nasdaq Stock Market, but is traded in the over-the-counter market, then the "fair market value" shall be the average closing bid and asked prices on the date of grant provided by any market maker in the Common Stock selected by the Company to provide quotations for this purpose. If there is no market maker in the Common Stock, the fair market value shall be the last sale price of the Common Stock on the date of grant. In the event that on any date of the grant of options there is no sale of at least 100 shares of Common Stock, the sale price or the bid and asked prices on the last day on which there was a sale of at least 100 shares of Common Stock shall be used to determine "fair market value." ARTICLE VII Exercise and Term of Options An Option shall not be exercisable unless: (a) the Option has become exercisable as provided below; (b) the person exercising the Option has been, at all times during the period beginning with the date of grant of the Option and ending on the date of exercise of the Option, a Non-Employee Director, except that in the event (i) a Non-Employee Director ceases to be a Non-Employee Director for any reason, he may exercise any of his outstanding Options that are exercisable on the date he ceases to be a Non-Employee Director at any time within one year after such date, subject to earlier termination of any such Option as provided herein, at the end of which one-year period any such Option that has not been fully exercised shall terminate, or (ii) an optionee shall die holding any outstanding Options that are exercisable on the date of his death, his executors, administrators, heirs or distributees, as the case may be, may exercise any 3 such Option at any time within six months after the date of such optionee's death, even if such six-month period extends beyond the one-year period described in the preceding clause, but subject to any other earlier termination of any such Option as provided herein, at the end of which six-month period any such Option that has not been fully exercised shall terminate; (c) payment in full is made for the shares of Common Stock being acquired thereunder at the time of exercise in United States dollars by cash or check; and (d) payment in full is made for any withholding obligation as provided in Article VIII below. Options granted under the Plan shall become exercisable in cumulative increments of 50% and 100% beginning on the first and second anniversaries, respectively, of the date of grant if on such dates the Non-Employee Director to whom any such Option was granted remains a Non-Employee Director. In the event a Non-Employee Director ceases to be a Non-Employee Director, any of his then outstanding Options that have not become exercisable as provided herein shall terminate immediately. In addition, in the event of a merger or consolidation in which the Company is not the surviving entity, or any other capital reorganization in which more than 50% of the then outstanding shares of Common Stock are exchanged, or the sale by the Company of all or substantially all of its assets to another entity, any outstanding Option that was granted under the Plan more than six months prior to the date of the Company's adoption of a plan or definitive agreement in respect of such merger, consolidation, reorganization or asset sale, as the case may be, shall become exercisable in full as of such date. Upon the effectiveness of such merger, consolidation, reorganization or asset sale, as the case may be, any then outstanding Option shall terminate. Any other provisions of the Plan notwithstanding, (a) no Option shall become exercisable under any circumstances unless and until the Plan has been approved by the Company's stockholders, and (b) each Option shall terminate on the tenth anniversary of the date of grant of such Option subject to earlier termination as provided herein. ARTICLE VIII Payment of Shares Payment of the Option Price for Option Shares shall be made in full upon exercise of the Option. Any rights of the Non-Employee Director to exercise an Option shall be conditioned upon the Non-Employee Director forwarding to the Company, in addition to the Option Price of the Option Shares, cash payment of an amount equal to the amount the Company is required by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with such exercise of the Option, as determined by the Committee in its discretion. The amount of such payment shall be communicated to the Non-Employee Director as soon as practicable following receipt by the Company of the Non-Employee Director's notice of exercise. 4 ARTICLE IX Non-Transferability of Option No Option under the Plan shall be transferable except by will or the laws of descent and distribution. During the lifetime of the optionee, an Option shall be exercisable only by the optionee. ARTICLE X Adjustment for Changes in Capitalization If the number of issued and outstanding shares of Common Stock as a whole are increased, decreased or changed into, or exchanged for, a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares subject to this Plan and in the number, kind, and per share exercise price of shares subject to outstanding Options or portions thereof granted prior to any such change. Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option but with a corresponding adjustment in the price for each share covered by the Option. No fractional shares of Common Stock shall be issued under the Plan on account of any adjustment specified above. ARTICLE XI No Obligation to Exercise Option The granting of an Option shall impose no obligation on the recipient to exercise such Option. ARTICLE XII Rights as a Stockholder An optionee or a permitted transferee of an Option shall have no right as stockholder with respect to any Option Shares covered by his Option until such person shall have become the holder of such Option Shares, and such person shall not be entitled to any dividends or distributions of other rights in respect of such Option Shares for which the record date is prior to the date on which such person shall have become the holder of record thereof. 5 ARTICLE XIII Regulatory Matters Every Option under the Plan is granted upon the express condition that the inability of the Company to comply with, or any delay in complying with, any laws, rules or regulations governing the issuance of Option Shares necessary to satisfy such Option (including but not limited to complying with the Securities Act of 1933, as amended (the "Act") and all rules and regulations thereunder), the fulfillment of which condition is deemed necessary by counsel for the Company to the lawful issuance or transfer of any such shares, shall relieve the Company of any liability for the non-issuance or non-transfer, or any delay in the issuance or transfer of such shares. Further, it is the intention of the Company that the Plan comply in all respects with Rule 16b-3 under the Exchange Act ("Rule 16b-3"). If any Plan provisions is found not to be in compliance with Rule 16b-3, the provision shall be deemed null and void. ARTICLE XIV Amendments or Discontinuance of the Plan The Plan may be amended at any time and from time to time by the Board as the Board shall deem advisable; provided, however, that except as provided in Article X above, the Board may not, without further approval by the stockholders of the Company, increase the maximum numbers of shares of Common Stock as to which Options may be granted under the Plan, reduce the Option Price described in Article VI above, extend the period during which Options may be granted or exercised under the Plan or change the class of persons eligible to receive Options under the Plan. No amendment of the Plan shall materially and adversely affect any right of any Non-Employee Director with respect to any Option theretofore granted without such Non-Employee Director's written consent. Notwithstanding the foregoing, the Plan may not be amended to change the amount, price or timing of the Annual Award until at least six months (or such longer or shorter period required by Rule 16b-3) after the date of the last preceding amendment except to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules and regulations promulgated thereunder. ARTICLE XV Miscellaneous Provisions Except as expressly provided for in the Plan, no Non-Employee Director or other person shall have any claim or right to be granted an Option under the Plan. The expenses of the Plan shall be borne by the Company. 6 ARTICLE XVI Termination This Plan shall terminate upon the adoption of a resolution of the Board terminating the Plan. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any person, without his consent, under any Option theretofore granted under the Plan except that upon the dissolution or liquidation of the Company, this Plan and the Options issued hereunder shall terminate. ARTICLE XVII Effectiveness The Plan shall become effective upon approval by the Company's stockholders. 7 EX-5 3 EXHIBIT 5 EXHIBIT 5
PETREE STOCKTON ATTORNEYS AT LAW 3500 ONE FIRST UNION CENTER 1001 WEST FOURTH STREET CHARLOTTE, NORTH CAROLINA 28202-6001 4101 LAKE BOONE TRAIL, SUITE 400 WINSTON-SALEM, NORTH CAROLINA 27101-2400 (704) 338-5000 FAX (704) 338-5125 RALEIGH, NORTH CAROLINA 27607-6519 (919) 725-2351 FAX (919) 723-2610 (919) 420-1700 FAX (919) 420-1800
June 18, 1996 Speizman Industries, Inc. 508 West Fifth Street Charlotte, North Carolina 28231 Gentlemen: We refer to the registration statement on Form S-8 (the "Registration Statement") to be filed by Speizman Industries, Inc. (the "Company") with the Securities and Exchange Commission on or about June 18, 1996, under the Securities Act of 1933, as amended, relating to the proposed public offering of an aggregate of 15,000 shares (the "Shares") of common stock of the Company, par value $0.10 per share, by the Company pursuant to the Speizman Industries, Inc. Stock Option Plan for Non-Employee Directors (the "Plan"). As counsel for the Company, we have examined such corporate records, other documents, and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of that examination, we advise you that, in our opinion, the Shares have been duly and validly authorized and will be validly issued, fully paid and nonassessable when issued and paid for in accordance with the terms of the Plan and any award agreement thereunder and upon the termination or lapse of any restrictions set forth in any award agreement under the Plan and the delivery of the certificates representing the Shares so issued. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name whenever appearing in the Registration Statement. Very truly yours, /s/ PETREE STOCKTON, L.L.P. PETREE STOCKTON, L.L.P. EX-23 4 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Speizman Industries, Inc. on Form S-8 (relating to the Speizman Industries, Inc. Stock Option Plan for Non- Employee Directors) of our report dated September 1, 1995 appearing in the Speizman Industries, Inc. Annual Report on Form 10-K for the year ended July 1, 1995. /s/ BDO SEIDMAN, LLP BDO SEIDMAN, LLP Charlotte, North Carolina June 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----