Signal Apparel Company Inc – ‘S-8’ on 7/20/99

On:  Tuesday, 7/20/99   ·   Effective:  7/20/99   ·   Accession #:  891554-99-1467   ·   File #:  333-83281

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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 Statement                                 6     34K 
 2: EX-5.1      Opinion re: Legality                                   2      9K 
 3: EX-23.2     Accountant's Consent                                   1      5K 

S-8   —   Registration Statement
Document Table of Contents

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 As filed with the Securities and Exchange Commission on July 20, 1999
                                                           Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 -----------------------------

FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 -----------------------------

Signal Apparel Company, Inc.
(Exact name of Registrant as specified in its charter)

      INDIANA                                               62-0641635
(State or other jurisdiction of                               (I.R.S. Employer  
 incorporation or organization)                              Identification No.)

 34 Englehard Avenue
Avenel, New Jersey 07001
(732) 382-2882
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

Signal Apparel Company, Inc.
 1999 Stock Incentive Plan
(Full title of the Plan)

Robert J. Powell, Esq.
 Vice President, General Counsel and Secretary
Signal Apparel Company, Inc.
200 Manufacturers Road
 Chattanooga, TN 37405
(423) 752-2048
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

 With Copy to:

 Steven R. Barrett, Esq.
Witt, Gaither & Whitaker, P.C.
 1100 SunTrust Bank Building
Chattanooga, Tennessee 37402
(423) 265-8881

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

====================================================================================================================================
                                                                             Proposed            Proposed                           
                                                                             maximum              maximum                           
           Title of each class of                          Amount to      offering price         aggregate            Amount of     
       securities to be registered                     be registered(1)     per unit(2)        offering price     registration fee  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Common Stock, $.01 par value                            5,000,000 shs.         $1.125            $5,625,000           $1563.75      
====================================================================================================================================

(1)  This figure represents the aggregate number of shares of Common Stock being
     registered  hereby for issuance  pursuant to the 1999 Stock  Incentive Plan
     (the "Plan") of Signal Apparel  Company,  Inc. There are also registered an
     undetermined  number of  additional  shares of Common Stock that may become
     available for issuance in accordance with the provisions of the Plan in the
     event of certain  changes in the  outstanding  shares of Common Stock or in
     the capital  structure of the Company,  including a stock dividend or stock
split.                                                                

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Securities Act Rule 457(c) and based on the average of the
     high and low prices  reported  for the Common Stock on July 13, 1999 on the
New York Stock Exchange.                                              

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

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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participating  officers and  employees as specified by
Rule  428(b)(1) of the  Securities  Act of 1933. The documents and the documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Part  II  below,  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.                               

     There are hereby incorporated by reference in this Registration  Statement,
and specifically made a part hereof, the following documents heretofore filed by
Signal Apparel  Company,  Inc.  (Commission File No. 1-2782) with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934:        

(1)  the  Company's  Notification  of Late Filing on Form 12b-25 dated March 31,
1999;                                                                 

(2)  the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998;                                                             

(3)  Amendment No. 1 on Form 10-K/A to the Company's  Annual Report on Form 10-K
for the fiscal year ended December 31, 1998;                          

(4)  the  Company's  Notification  of Late Filing on Form  12b-25  dated May 17,
1999;                                                                 

(5)  the Company's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
April 3, 1999;                                                        

(6)  the Company's  Amendment  No. 1 on Form 10-Q/A to its  Quarterly  Report on
Form 10-Q for the fiscal quarter ended April 3, 1999;                 

(7)  the Company's Current Reports on Form 8-K dated March 3, 1999 and March 22,
     1999 (as well as  Amendment  No. 1 on Form 8-K/A to the report  dated March
22, 1999); and                                                        

(8)  the  description  of the Company's  common stock set forth in the Company's
     registration  statement  filed  pursuant  to Section  12 of the  Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or
report filed for the purpose of updating any such description.        

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d)  of the  Exchange  Act  after  the  effective  date of  this  Registration
Statement and prior to the filing of a post-effective  amendment indicating that
all the  securities  offered  hereby have been sold, or                         

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deregistering all such securities then remaining  unsold,  shall be deemed to be
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 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 in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any 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.                                                       

Item 6.  Indemnification of Directors and Officers.                             

Article Eighth of the Company's  Restated Articles of Incorporation,  as amended
(the  "Articles")  governs   indemnification  and  insurance  of  the  Company's
directors,  officers,  employees  and  agents.  Paragraph  (a) of  such  Article
provides  that each person who was or is made a party to or is  threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal,  administrative  or investigative (a  "Proceeding"),  by reason of the
fact that he, or a person  of whom he is the legal  representative,  is or was a
director  or officer of the  Company or is or was  serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership,  joint venture,  trust or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  Proceeding  is
alleged action in an official capacity as a director, officer, employee or agent
or in any other  capacity  while  serving as a  director,  officer,  employee or
agent,  shall be  indemnified  and held  harmless  by the Company to the fullest
extent authorized by the Indiana Business  Corporation Law (the "IBCL"),  as the
same exists as of the date of adoption of the Articles or as later amended (but,
in the  case of any such  amendment,  only to the  extent  that  such  amendment
permits  the  Company to provide  broader  indemnification  rights than the IBCL
permitted the Company to provide prior to such amendment),  against all expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or  penalties,  and amounts paid or to be paid in  settlement)  reasonably
incurred  or  suffered  by  such  person  in  connection  therewith,   and  such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of his  heirs,
executors and administrators.  However,  except as provided in the Articles with
respect to the right of a claimant to bring suit to enforce the  indemnification
rights provided under the Articles,  the Company shall indemnify any such person
seeking  indemnification  in  connection  with a  Proceeding  (or part  thereof)
initiated  by  such  person  only if  such  Proceeding  (or  part  thereof)  was
authorized by the Company's Board of Directors.  Insofar as indemnification  for
liabilities  arising  under  the  Securities  Act of 1933  may be  permitted  to
directors,  officers or persons  controlling  the Company,  the Company has been
informed  that in the opinion of the  Securities  and Exchange                  

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Commission such  indemnification  would be against public policy as expressed in
the Securities Act and is, therefore, unenforceable.                            

Item 7.  Exemption From Registration Claimed.                                   

Not Applicable.                                                       

Item 8.  Exhibits.                                                              

Exhibit                                                                         
Number    Description of Exhibit                                                
------    ----------------------                                                

4.1       Signal Apparel  Company,  Inc. 1999 Stock  Incentive Plan (attached as
          Annex II to the Proxy Statement for the Registrant's Annual Meeting of
          Shareholders  held  January  27,  1999,   previously  filed  with  the
Commission and incorporated herein by reference).           

5.1       Opinion of Witt, Gaither & Whitaker, P.C., counsel to the Registrant. 

23.1      Consent of Witt, Gaither & Whitaker, P.C.(included in Exhibit 5.1).   

23.2      Consent of Arthur Andersen LLP                                        

24        Powers of Attorney  (included in Signatures page of this  Registration
Statement).                                                 

Item 9.  Undertakings.                                                          

I.  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 the Registrant need not file a post-effective amendment
to include the  information  required to be included by  subsection  (i) or (ii)
above  if such  information  is  contained                                      

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in periodic  reports filed by the  Registrant  pursuant to Section 13 or Section
15(d)  of the  Securities  Exchange  Act of  1934,  which  are  incorporated  by
reference in the Registration Statement; and                                    

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and                                                      

     (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.                                                                       

II.  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 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.      

III. 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  provisions  described  under  Item  6  above,  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 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 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 Chattanooga, State of Tennessee on June 30, 1999.    

                        SIGNAL APPAREL COMPANY, INC.

                           By         /s/ Robert J. Powell
                                         -------------------------------------
                                        Robert J. Powell
                                     Secretary

     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 date indicated.  Each person whose signature appears below
hereby authorizes and appoints Howard Weinberg and Robert J. Powell, and each of
them,  as  attorneys-in-fact,  to sign  on his  behalf  individually  and in the
capacity designated below, and to file, any amendments, including post effective
amendments, to this Registration Statement.                                     

/s/ Stephen Walsh                                                               
----------------------------       Chairman of the Board           June 30, 1999
Stephen Walsh                  and Director                             

/s/ Thomas A. McFall                                                            
----------------------------       Chief Executive Officer         June 30, 1999
Thomas A. McFall               and Director                             

/s/ Howard Weinberg                                                             
----------------------------       Chief Financial Officer         June 30, 1999
Howard Weinberg                (Chief Accounting Officer)               
  and Director

/s/ Henry L. Aaron                                                              
----------------------------       Director                        June 30, 1999
Henry L. Aaron                                                          

----------------------------       Director                               , 1999
Zvi Ben-Haim                                                        

/s/ Barry Cohen                                                                 
----------------------------       Director                        June 30, 1999
Barry Cohen                                                             

/s/ Paul R. Greenwood                                                           
----------------------------       Director                        June 30, 1999
Paul R. Greenwood                                                       

/s/ John W. Prutch                                                              
----------------------------       President and Director          June 30, 1999
John W. Prutch                                                          

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/20/99		1
		7/13/99		1
		6/30/99		6
		5/17/99		2					NT 10-Q
		4/3/99		2					10-Q,  10-Q/A,  NT 10-Q
		3/31/99		2					NT 10-K
		3/22/99		2					8-K,  8-K/A
		3/3/99		2					8-K
		1/27/99		4					DEF 14A
		12/31/98		2					10-K,  10-K/A,  NT 10-K
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