Gerber Childrenswear Inc – ‘S-8’ on 6/25/99

On:  Friday, 6/25/99   ·   Effective:  6/25/99   ·   Accession #:  1052274-99-5   ·   File #:  333-81557

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           10     36K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Consent of Schulte Roth & Zabel LLP                    1      8K 
 3: EX-23.1     Consent of Ernst & Young LLP                           1      5K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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As filed with the Securities and Exchange Commission
on June 25, 1999
                                                 Registration Statement No. 333-
================================================================================

FORM S-8

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GERBER CHILDRENSWEAR, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
  Delaware                                          62-1624764
(State or other jurisdiction                            (I.R.S. Employer    
of incorporation or organization)                        Identification No.)    

 7005 Pelham Road, Suite D
--------------------------------------------------------------------------------
Greenville, South Carolina 29615
 (Address, including zip code, of Registrant's Principal Executive Office)

GERBER CHILDRENSWEAR, INC. 1998 LONG-TERM PERFORMANCE INCENTIVE PLAN
--------------------------------------------------------------------------------
(Full title of the plan)

Richard L. Solar
 Senior Vice-President and
 Chief Financial Officer
Gerber Childrenswear, Inc.
1333 Broadway, Suite 700
New York, New York 10018
--------------------------------------------------------------------------------
 (Name and address of agent for service)

(212) 268-5100
--------------------------------------------------------------------------------
 (Telephone number, including area code, of agent for service)

Please send copies to:
 Michael R. Littenberg, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022

 CALCULATION OF REGISTRATION FEE

================================================================================
                      Proposed        Proposed
                         Amount      maximum         maximum       Amount of
Title of securities        to be   offering price     aggregate   registration
to be registered       registered      per           offering        fee    
           (1)        share(2)        price(2)
================================================================================

Common Stock,                          $8.8800                                  
$.01 par value            750,000      -------        $4,947,210     $1,376.00  
per share                              $6.4063                                  

================================================================================

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(1) The  shares  of Common  Stock of  Gerber  Childrenswear,  Inc.,  a  Delaware
corporation (the "Company"), being registered include shares of restricted stock
and shares  that may be  acquired by  exercising  options  issued or issuable to
participants  in the Company's  1998 Long-Term  Performance  Incentive Plan (the
"Plan").                                                                        

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h)(1)  under the  Securities  Act of 1933 (the  "Securities
Act").  Includes  (i)  57,600  shares  which  were  granted in the form of stock
options that are issuable upon payment of a weighted  average  exercise price of
$8.8800 per share and (ii)  692,400  shares  which may be granted in the form of
restricted stock, stock appreciation  rights, other awards of rights to purchase
common  stock,  or in  respect  of stock  options,  with  exercise  prices to be
determined,  the  registration fee for which is based on the average of the high
and low prices  ($6.4063)  of the Common Stock as reported on the New York Stock
Exchange Composite Tape on June 18, 1999.                                       

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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing  information  specified in Part I of Form S-8
will be sent or given to  employees  participating  in the Plan as  specified by
Rule  428(b)(1)  of the  Securities  Act.  Those  documents  and  the  documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.             

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.--Incorporation of Documents by Reference.                               

         The Securities and Exchange  Commission  (the "SEC") allows the Company
to  "incorporate  by reference" the  information the Company files with the SEC,
which means the Company can  disclose  important  information  to  investors  by
referring  investors  to  those  documents.   The  information  incorporated  by
reference is an important part of this Registration  Statement,  and information
the  Company  files  later  will   automatically   update  and  supersede   this
information. The following documents are incorporated by reference:             

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;                                      

         2. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
April 3, 1999;                                          

3. The  Company's  Proxy  Statement  on Schedule 14A filed on 
April 16, 1999; and                                     

         4. The  description  of the  Common  Stock  contained  in  registration
            statement no. 333-47327, initially filed by the Company with the SEC
            on March 4, 1998 under the  Securities  Act,  which is  incorporated
           by reference  into the registration statement on Form 8-A, filed by
           the Company with the SEC on June 4, 1998 pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act").              

         The  Company  also  incorporates  by  reference  in  this  Registration
Statement  all reports  and other  documents  filed by the  Company  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration  Statement and before the Company files a post-effective  amendment
which  indicates that all  securities  have been sold or which  deregisters  all
securities remaining unsold.                                                    

Item 4.--Description of Securities.                                             

Not applicable.                                               

Item 5.--Interests of Named Experts and Counsel.                                

Not applicable.                                               

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Item 6.--Indemnification of Directors and Officers.                             

         Subsection  (a)  of  Section  145  of the  General  Corporation  Law of
Delaware empowers a corporation to 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), 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.                           

         Subsection  (b) of Section 145 empowers a corporation  to 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 such
person  acted  in  any  of the  capacities  set  forth  above  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, except that no indemnification may be made in
respect to 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  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 shall deem proper.                  

         Section  145  further  provides  that:  (i) to the  extent a  director,
officer,  employee or agent of a corporation  has been successful in the defense
of any action,  suit or proceeding  referred to in subsections (a) and (b) or in
the  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;  and (ii) indemnification  provided for by Section
145 shall not be deemed  exclusive of any other rights to which the  indemnified
party may be entitled.  In addition,  Section 145  empowers the  corporation  to
purchase and maintain insurance on behalf of any person acting in any capacities
set forth in the second  preceding  paragraph  against  any  liability  asserted
against him or 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 liabilities under Section 145.                                     

         The   Company's   Certificate   of   Incorporation   provides  for  the
indemnification  of directors and officers of the Company to the fullest  extent
permitted by Section 145.                                                       

         In that regard,  the  Certificate  of  Incorporation  provides that the
Company shall  indemnify any person who has 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

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director or officer of such corporation,  or is or was serving at the request of
such  corporation  as a  director,  officer  or member of  another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorney's  fees),  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 such  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  Indemnification  in connection with an action or suit
by or in the right of such  corporation  to procure a  judgment  in its favor is
limited to payment of  settlement  of such an action or suit except that no such
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been  adjudged to be liable for  negligence or misconduct
in the performance of his duty to the indemnifying  corporation  unless and only
to the extend  that the Court of Chancery of Delaware or the court in which such
action or suit was brought shall  determine  that,  despite the  adjudication of
liability by in consideration of all the  circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.                                                              

         In  addition,   the  Company   maintains   directors'   and   officers'
reimbursement  and liability  insurance  pursuant to standard form policies with
aggregate  limits of  $5,000,000.  The risks  covered  by such  policies  do not
exclude liabilities under the Securities Act.                                   

Item 7.--Exemption from Registration Claimed.                                   

Not applicable.                                               

Item 8.--Exhibits.                                                              

         The  following  is a complete  list of  exhibits  filed as part of this
Registration Statement:                                                         

Exhibit                                                                         

Number                                                                          
------                                                                          
 4       Gerber Childrenswear,  Inc. Long-Term  Performance Incentive Plan, as
         of March 3,  1998(incorporated  by reference to the  Company's Annual
 Report on Form 10-K for the year  ended  December  31, 1998).

5       Opinion of Schulte Roth & Zabel LLP.                                

23.1     Consent of Ernst & Young LLP.                                        

23.2     Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).         

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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;                                                          

             (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;                                                         

                  (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;                                                                      

              (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.                                                          

              (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.                                                    

         (b) 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 the  initial  bona fide  offering
thereof.                                                                        

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

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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 New  York,  State of New  York,  on this 25th day of
June, 1999.                                                                     

                                            GERBER CHILDRENSWEAR, INC.

                                          By: /s/ RICHARD L. SOLAR
                                          ------------------------
                                  Richard L. Solar
                                           Senior Vice President and
                                         Chief Financial Officer

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         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated, on this 25th day of June, 1999.                           

                                     Signature and Title

                                      /s/ EDWARD KITTREDGE
                                      --------------------
                                  Edward Kittredge
                                           Director, Chairman, Chief
                                                 Executive Officer and President
                                               (Principal Executive Officer)

                                      /s/ RICHARD L. SOLAR
                                      --------------------
                                  Richard L. Solar
                                                 Director, Senior Vice President
                                             and Chief Financial Officer
                                           (Chief Financial Officer)

                                   /s/ DAVID E. UREN
                                   -----------------
                               David E. Uren
                                            Vice President of Finance,
                                         Secretary and Treasurer
                                            (Chief Accounting Officer)

                                    /s/ RICHARD CASHIN
                                    ------------------
                                Richard Cashin
                          Director

                                       /s/ LAWRENCE R. GLENN
                                       ---------------------
                                   Lawrence R. Glenn
                          Director

                                      /s/ JAMES P. MANNING
                                      --------------------
                                  James P. Manning
                          Director

                                    /s/ JOSEPH MEDALIE
                                    ------------------
                                Joseph Medalie
                          Director

                                   /s/ JOHN D. WEBER
                                   -----------------
                               John D. Weber
                          Director

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         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Company's  Compensation  Committee,  as administrator of the Company's Long-Term
Performance  Incentive Plan, has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of New York, State of New York, on this 25th day of June, 1999.                 

                                            GERBER CHILDRENSWEAR, INC.
                                            1998 LONG-TERM PERFORMANCE
                                INCENTIVE PLAN

                                          By: /s/ James P. Manning
                                          ------------------------
                                          Name:   James P. Manning
                                         Title:  Chairman of the
                                                        Compensation Committee

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 EXHIBIT INDEX

Exhibit                                                                         
Number   Exhibit                                                                
-------  -------                                                                
5      Opinion of Schulte Roth & Zabel LLP                                  

23.1    Consent of Ernst & Young LLP                                          

23.2    Consent of Schulte Roth & Zabel LLP (included in Exhibit 5)           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/25/99		1
		6/18/99		2
		4/16/99		3					DEF 14A
		4/3/99		3					10-Q
		12/31/98		3		5			10-K
		6/4/98		3					8-A12B
		3/4/98		3					S-1
		3/3/98		5
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