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Barry R G Corp/OH – ‘S-8’ on 6/14/02

On: Friday, 6/14/02, at 4:05pm ET · Effective: 6/14/02 · Accession #: 950152-2-4860 · File #: 333-90544

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/14/02  Barry R G Corp/OH                 S-8         6/14/02    5:95K                                    Bowne BCL/FA

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         R. G. Barry Corporation Form S-8                      20     66K 
 2: EX-5        Opinion re: Legality                                   2     13K 
 3: EX-10       Material Contract                                     12     44K 
 4: EX-23.A     Consent of Experts or Counsel                          1      5K 
 5: EX-24       Power of Attorney                                     11     27K

S-8 — R. G. Barry Corporation Form S-8
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Securities Exemption From Registration Claimed Exhibits Incorporation of Documents by Reference Indemnification of Directors and Officers Interests of Named Experts and Counsel Undertakings
1	1st Page - Filing Submission
2	Item 3. Incorporation of Documents by Reference
"	Item 4. Description of Securities
3	Item 5. Interests of Named Experts and Counsel
"	Item 6. Indemnification of Directors and Officers
15	Item 7. Exemption From Registration Claimed
"	Item 8. Exhibits
"	Item 9. Undertakings

S-8 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                       As filed on June 14, 2002
                                               Registration No. 333-____________
================================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-8

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

 R. G. BARRY CORPORATION
--------------------------------------------------------- 
(Exact name of registrant as specified in its charter)

Ohio                                     31-4362899 
--------------------------------------------  --------------------------------- 
(State or other jurisdiction of                     (I.R.S. Employer            
incorporation or organization)                    Identification No.)         

13405 Yarmouth Road N.W., Pickerington, Ohio             43147                  
------------------------------------------------------------------------------- 
(Address of Principal Executive Offices)              (Zip Code)                

 R. G. Barry Corporation 2002 Stock Incentive Plan
 -------------------------------------------------
(Full title of the plan)

            Copy to:
Daniel D. Viren                           Elizabeth Turrell Farrar, Esq.        
R. G. Barry Corporation                   Vorys, Sater, Seymour and Pease LLP   
13405 Yarmouth Road N.W.                  52 East Gay Street, P.O. Box 1008     
Pickerington, Ohio 43147                  Columbus, Ohio 43216-1008             
---------------------------------------                                         
(Name and address of agent for service)                                         

(614) 864-6400
--------------------------------------------------------------- 
 (Telephone number, including area code, of agent for service)

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

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

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

                                                                                                                                
Common Shares,                         450,000        $6.05 as to 48,664 common         $2,546,765.20              $235         
$1.00 Par Value (2)                                      shares; $5.50 as to                                                    
                                                        26,336 common shares;                                                   
                                                         $5.62 as to 375,000                                                    
                                                            common shares                                                       
--------------------------------------------------------------------------------------------------------------------------------

(1)    Estimated solely for the purpose of calculating the registration fee     
      pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
       amended, and computed on the basis of: (a) $6.05 for 48,664 of the common
      shares to be registered, which is the price at which options to purchase
     such common shares may be exercised; (b) $5.50 for 26,336 of the common
      shares to be registered, which is the price at which options to purchase
   such common shares may be exercised; and (c) $5.62 for 375,000 of the
      common shares to be registered, which is the average of the high and low
sales prices on the New York Stock Exchange on June 12, 2002.     

(2)    This Registration Statement also covers related Series I Junior          
  Participating Class A Preferred Share Purchase Rights (the "Rights")
 which evidence the right to purchase, under certain conditions, one
one-hundredth of a share of Series I Junior Participating Class A 
   Preferred Shares, $1 par value. Registrant is required to deliver one
Right with each common share that becomes outstanding until the   
"distribution date" for the Rights, at which date the Rights will 
commence trading separately from the common shares.               

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 PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.                               

   R. G. Barry Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by the 
Registrant with the Securities and Exchange Commission (the "Commission")       
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended    
(the "Exchange Act"), under Commission File Number 1-8769:                      

     (a)      The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 29, 2001;               

        (b)      The Registrant's Current Report on Form 8-K, dated January 7,
2002 and filed January 8, 2002; and         

        (c)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 30, 2002.               

    The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on    
June 6, 1995 and the description of the Series I Junior Participating Class A   
Preferred Share Purchase Rights of the Registrant (the "Rights") contained in   
the Registrant's Registration Statement on Form 8-A filed with the Commission on
March 16, 1998, and all amendments thereto or reports filed for the purpose of  
updating such descriptions heretofore filed by the Registrant with the          
Commission, are also hereby incorporated by reference.                          

        Any definitive proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with the 
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent  
to the date hereof and prior to the completion of the offering contemplated by  
the R. G. Barry Corporation 2002 Stock Incentive Plan, shall also be deemed to  
be incorporated herein by reference and to be made a part hereof from the date  
of filing of such documents.                                                    

ITEM 4.  DESCRIPTION OF SECURITIES.                                             

Not Applicable.                                               

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ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.                                

         The validity of the issuance of the Common Shares and the Rights of the
Registrant being registered on this Registration Statement on Form S-8 will be  
passed upon for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52 East  
Gay Street, P.O. Box 1008, Columbus, Ohio 43216-1008. Roger E. Lautzenhiser, a  
director of the Registrant, is a partner in such firm. As of June 7, 2002,      
members of Vorys, Sater, Seymour and Pease LLP, and attorneys employed thereby, 
together with members of their immediate families, owned an aggregate of 11,090 
Common Shares. Mr. Lautzenhiser owned 11,000 of these Common Shares and holds an
option to purchase 6,250 Common Shares.                                         

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

  Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:                 

                (E)(1) A corporation may indemnify or agree 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, trustee, officer, employee, member, manager, or agent of
      another corporation, domestic or foreign, nonprofit or for profit, a
       limited liability company, or a 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 the 
         corporation, and, with respect to any criminal action or proceeding, if
     he had no reasonable cause to believe his conduct was unlawful. The
    termination of any action, suit, or proceeding by judgment, order,
     settlement, or 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 he reasonably believed to be
       in or not opposed to the best interests of the corporation, and, with
respect to any                                                

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        criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.                                     

             (2) A corporation may indemnify or agree 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 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, trustee, officer, employee, member, manager, or agent of
      another corporation, domestic or foreign, nonprofit or for profit, a
       limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against expenses, including attorney's 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 shall be
made in respect of any of the following:                      

                      (a) Any claim, issue, or matter as to which such person is
             adjudged to be liable for negligence or misconduct in the
                  performance of his duty to the corporation unless, and only to
              the extent that, the court of common pleas or the court in
          which such action or suit was brought determines, 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
               as the court of common pleas or such other court shall deem
proper;                                     

              (b) Any action or suit in which the only liability
                 asserted against a director is pursuant to section 1701.95 of
the Revised Code.                           

                  (3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
        otherwise in defense of any action, suit, or proceeding referred to in
     division (E)(1) or (2) of this section, or in defense of any claim,
     issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees,                                    

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        actually and reasonably incurred by him in connection with the action,
suit, or proceeding.                                          

                (4) Any indemnification under division (E)(1) or (2) of this
      section, 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, trustee, officer, employee, member,
         manager, or agent is proper in the circumstances because he has met the
       applicable standard of conduct set forth in division (E)(1) or (2) of
this section. Such determination shall be made as follows:    

                      (a) By a majority vote of a quorum consisting of directors
            of the indemnifying corporation who were not and are not
                 parties to or threatened with the action, suit, or proceeding
          referred to in division (E)(1) or (2) of this section;

                     (b) If the quorum described in division (E)(4)(a) of this
                  section is not obtainable or if a majority vote of a quorum of
               disinterested directors so directs, in a written opinion by
               independent legal counsel other than an attorney, or a firm
                having associated with it an attorney, who has been retained
               by or who has performed services for the corporation or any
        person to be indemnified within the past five years;

(c) By the shareholders;            

                      (d) By the court of common pleas or the court in which the
                 action, suit, or proceeding referred to in division (E)(1) or
(2) of this section was brought.            

               Any determination made by the disinterested directors under
   division (E)(4)(a) or by independent legal counsel under division
        (E)(4)(b) of this section shall be promptly communicated to the person
        who threatened or brought the action or suit by or in the right of the
        corporation under division (E)(2) of this section, and within ten days
         after receipt of such notification, such person shall have the right to
         petition the court of common pleas or the court in which such action or
      suit was brought to review the reasonableness of such determination.

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                  (5)(a) Unless at the time of a director's act or omission that
 is the subject of an action, suit, or proceeding referred to in
         division (E)(1) or (2) of this section, the articles or the regulations
      of a corporation state, by specific reference to this division, that
     the provisions of this division do not apply to the corporation and
     unless the only liability asserted against a director in an action,
   suit, or proceeding referred to in division (E)(1) or (2) of this
       section is pursuant to section 1701.95 of the Revised Code, expenses,
    including attorney's fees, incurred by a director in defending the
         action, suit or proceeding shall be paid by the corporation as they are
       incurred, in advance of the final disposition of the action, suit, or
  proceeding upon receipt of an undertaking by or on behalf of the
director in which he agrees to do both of the following:      

              (i) Repay such amount if it is proved by clear and
                 convincing evidence in a court of competent jurisdiction that
            his action or failure to act involved an act or omission
            undertaken with deliberate intent to cause injury to the
                  corporation or undertaken with reckless disregard for the best
interests of the corporation;               

                     (ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.            

          (b) Expenses, including attorney's fees, incurred by a
    director, trustee, officer, employee, member, manager, or agent in
   defending any action, suit, or proceeding referred to in division
       (E)(1) or (2) of this section, may be paid by the corporation as they
        are incurred, in advance of the final disposition of the action, suit,
     or proceeding, as authorized by the directors in the specific case,
 upon receipt of an undertaking by or on behalf of the director,
     trustee, officer, employee, member, manager, or agent to repay such
      amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.                               

                (6) The indemnification authorized by this section shall not
        be exclusive of, and shall be in addition to, any other rights granted
       to those seeking indemnification under the articles, the regulations,
      any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their                         

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        official capacities and as to action in another capacity while holding
       their offices or positions, and shall continue as to a person who has
       ceased to be a director, trustee, officer, employee, member, manager,
      or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.                              

            (7) A corporation may purchase and maintain insurance or
         furnish similar protection, including, but not limited to, trust funds,
      letters of credit, or self-insurance, on behalf of or for 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, trustee, officer, employee, member, manager, or agent of
      another corporation, domestic or foreign, nonprofit or for profit, a
       limited liability company, or a 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 this section. Insurance may be
         purchased from or maintained with a person in which the corporation has
a financial interest.                                         

           (8) The authority of a corporation to indemnify persons
       pursuant to division (E)(1) or (2) of this section does not limit the
       payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions
       (E)(5),(6), and (7) of this section. Divisions (E)(1) and (2) of this
       section do not create any obligation to repay or return payments made
by the corporation pursuant to division (E)(5),(6) or (7).    

              (9) As used in division (E) of this section, "corporation"
        includes all constituent entities in a consolidation or merger and the
  new or surviving corporation, so that any person who is or was a
         director, officer, employee, trustee, member, manager, or agent of such
   a constituent entity, or is or was serving at the request of such
       constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
      nonprofit or for profit, a limited liability company, a partnership,
    joint venture, trust, or other enterprise, shall stand in the same
  position under this section with respect to the new or surviving
corporation as he                                             

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     would if he had served the new or surviving corporation in the same
capacity.                                                     

     Article EIGHTH of the Articles of Incorporation, as amended, of the
Registrant governs indemnification by the Registrant and provides as follows:   

               EIGHTH: I. MANDATORY INDEMNIFICATION. The Corporation shall
      indemnify any officer or director of the Corporation 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 (including, without limitation, any
         action threatened or instituted 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, trustee, officer, employee or agent of
     another corporation (domestic or foreign, nonprofit or for profit),
         partnership, joint venture, trust or other enterprise, against expenses
     (including, without limitation, attorneys' fees, filing fees, court
     reporters' fees and transcript costs), 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, he had no reasonable cause to believe his conduct
        was unlawful. A person claiming indemnification under this Paragraph I
     shall be presumed, in respect of any act or omission giving rise to
      such claim for indemnification, to have 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 matter,
      to have had no reasonable cause to believe his conduct was unlawful,
    and the termination of any action, suit or proceeding by judgment,
       order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, rebut such presumption. 

             II. COURT-APPROVED INDEMNIFICATION. Anything contained in
        these Articles, the Regulations of the Corporation or elsewhere to the
contrary notwithstanding:                                     

                  (A) the Corporation shall not indemnify any officer or
                director of the Corporation who was a party to any completed
action or                                   

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            suit instituted 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, trustee, officer, employee or agent
                 of another corporation (domestic or foreign, nonprofit or for
       profit), partnership, joint venture, trust or other
                 enterprise, in respect of any claim, issue or matter asserted
                  in such action or suit as to which he shall have been adjudged
                to be liable for acting with reckless disregard for the best
          interests of the Corporation or misconduct (other than
                 negligence) in the performance of his duty to the Corporation
               or such other entity unless and only to the extent that the
                Court of Common Pleas of Fairfield County, Ohio or the court
                 in which such action or suit was brought shall determine upon
                 application that, despite such adjudication of liability, and
                  in view of all the circumstances of the case, he is fairly and
                 reasonably entitled to such indemnity as such Court of Common
    Pleas or such other court shall deem proper; and

                     (B) the Corporation shall promptly make any such unpaid
               indemnification as is determined by a court to be proper as
contemplated by this Paragraph II.          

                  III. INDEMNIFICATION FOR EXPENSES. Anything contained in these
  Articles, the Regulations of the Corporation or elsewhere to the
        contrary notwithstanding, to the extent that an officer or director of
   the Corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in Paragraph I of
  this Article EIGHTH, or in defense of any claim, issue or matter
      therein, he shall be promptly indemnified by the Corporation against
        expenses (including, without limitation, attorneys' fees, filing fees,
     court reporters' fees and transcript costs) actually and reasonably
incurred by him in connection therewith.                      

                IV. DETERMINATION PERIOD. Any indemnification required under
         Paragraph I of this Article EIGHTH and not precluded under Paragraph II
of this Article EIGHTH                                        

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      shall be made by the Corporation only upon a determination that such
indemnification of the officer or director is proper in the   
         circumstances because he has met the applicable standard of conduct set
        forth in Paragraph I of this Article EIGHTH. Such determination may be
         made only (A) by a majority vote of a quorum consisting of directors of
    the Corporation who were not and are not parties to, or threatened
       with, any such action, suit or proceeding, or (B) if such a quorum is
not obtainable or if a majority of the quorum of disinterested
         directors so directs, in a written opinion by independent legal counsel
other than an attorney, or a firm having associated with it an
      attorney, who has been retained by or who has performed services for
        the Corporation, or any person to be indemnified, within the past five
        years, or (C) by the shareholders, or (D) by the Court of Common Pleas
      of Fairfield County, Ohio or (if the Corporation is a party thereto)
         the court in which such action, suit or proceeding was brought, if any;
     any such determination may be made by a court under division (D) of
        this Paragraph IV at any time [including, without limitation, any time
     before, during or after the time when any such determination may be
requested of, be under consideration by or have been denied or
     disregarded by the disinterested directors under division (A) or by
     independent legal counsel under division (B) or by the shareholders
         under division (C) of this Paragraph IV]; and no failure for any reason
        to make any such determination, and no decision for any reason to deny
       any such determination, by the disinterested directors under division
  (A) or by independent legal counsel under division (B) or by the
        shareholders under division (C) of this Paragraph IV shall be evidence
       in rebuttal of the presumption recited in Paragraph I of this Article
     EIGHTH. Any determination made by the disinterested directors under
         division (A) or by independent legal counsel under division (B) of this
        Paragraph IV to make indemnification in respect of any claim, issue or
         matter asserted in an action or suit threatened or brought by or in the
       right of the Corporation shall be promptly communicated to the person
         who threatened or brought such action or suit, and within ten (10) days
        after receipt of such notification such person shall have the right to
     petition the Court of Common Pleas of Fairfield County, Ohio or the
       court in which such action or suit was brought, if any, to review the
reasonableness of such determination.                         

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          V. ADVANCES FOR EXPENSES. Expenses (including, without
     limitation, attorneys' fees, filing fees, court reporters' fees and
        transcript costs) incurred in defending any action, suit or proceeding
        referred to in Paragraph I of this Article EIGHTH shall be paid by the
         Corporation in advance of the final disposition of such action, suit or
        proceeding to or on behalf of the officer or director promptly as such
    expenses are incurred by him, but only if such officer or director
        shall first agree, in writing, to repay all amounts so paid in respect
      of any claim, issue or other matter asserted in such action, suit or
         proceeding in defense of which he shall not have been successful on the
merits or otherwise:                                          

                 (A) if it shall ultimately be determined as provided in
                  Paragraph IV of this Article EIGHTH that he is not entitled to
                 be indemnified by the Corporation as provided under Paragraph
I of this Article EIGHTH; or                

                (B) if, in respect of any claim, issue or other matter
                 asserted by or in the right of the Corporation in such action
                or suit, he shall have been adjudged to be liable for acting
         with reckless disregard for the best interests of the
            Corporation or misconduct (other than negligence) in the
                  performance of his duty to the Corporation, unless and only to
                  the extent that the Court of Common Pleas of Fairfield County,
              Ohio or the court in which such action or suit was brought
       shall determine upon application that, despite such
     adjudication of liability, and in view of all the
                 circumstances, he is fairly and reasonably entitled to all or
part of such indemnification.               

                  VI. ARTICLE EIGHTH NOT EXCLUSIVE. The indemnification provided
   by this Article EIGHTH shall not be exclusive of, and shall be in
addition to, any other rights to which any person seeking     
       indemnification may be entitled under the Articles or the Regulations
       or any agreement, vote of shareholders or disinterested directors, or
        otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be an officer or director of the Corporation
and shall inure to the benefit of the heirs, executors, and   
administrators of such a person.                              

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             VII. INSURANCE. The Corporation may purchase and maintain
         insurance or furnish similar protection, including, but not limited to,
     trust funds, letters of credit, or self-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, trustee, officer, employee, or agent of another corporation
    (domestic or foreign, nonprofit or for profit), 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
       obligation or the power to indemnify him against such liability under
        the provisions of this Article EIGHTH. Insurance may be purchased from
      or maintained with a person in which the Corporation has a financial
interest.                                                     

                VIII. INDEMNITY AGREEMENTS. The Corporation may from time to
       time enter into indemnity agreements with the persons who are members
      of its Board of Directors and with such officers or other persons as
  the Board may designate, such indemnity agreements to provide in
  substance that the Corporation will indemnify such person to the
       fullest extent of the provisions of this Article EIGHTH and/or to the
fullest extent permitted under Ohio law.                      

      IX. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE
         CORPORATION. The Corporation may, under procedures authorized from time
        to time by the Board of Directors, grant rights to indemnification and
      to be paid by the Corporation the expenses incurred in defending any
    proceeding in advance of its final disposition, to any employee or
     agent of the Corporation to the fullest extent of the provisions of
this Article EIGHTH.                                          

                X. CERTAIN DEFINITIONS. For purposes of this Article EIGHTH,
and as examples and not by way of limitation:                 

                  (A) A person claiming indemnification under this Article
                EIGHTH shall be deemed to have been successful on the merits
             or otherwise in defense of any action, suit or proceeding
            referred to in Paragraph I of this Article EIGHTH, or in
                defense of any claim, issue or other matter therein, if such
             action, suit or proceeding shall be terminated as to such
person, with or without                     

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               prejudice, without the entry of a judgment or order against
                 him, without a conviction of him, without the imposition of a
                 fine upon him and without his payment or agreement to pay any
         amount in settlement thereof (whether or not any such
                  termination is based upon a judicial or other determination of
                 the lack of merit of the claims made against him or otherwise
results in a vindication of him); and       

               (B) References to an "other enterprise" shall include
                employee benefit plans; references to a "fine" 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 best interests of the participants and beneficiaries
                  of an employee benefit plan shall be deemed to have acted in a
                 manner "not opposed to the best interests of the Corporation"
             within the meaning of that phrase as used in this Article
EIGHTH.                                     

                  XI. VENUE. Any action, suit or proceeding to determine a claim
        for indemnification under this Article EIGHTH may be maintained by the
     person claiming such indemnification, or by the Corporation, in the
      Court of Common Pleas of Fairfield County, Ohio. The Corporation and
    (by claiming such indemnification) each such person consent to the
        exercise of jurisdiction over its or his person by the Court of Common
         Pleas of Fairfield County, Ohio in any such action, suit or proceeding.

        Section 10.05 of the R. G. Barry Corporation 2002 Stock Incentive Plan
addresses indemnification of individuals who serve as members of the            
Compensation Committee of the Board of Directors of the Registrant or of the    
Board of Directors of the Registrant in respect of matters related or arising   
from the operation of the Plan. That Section provides as follows:               

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                 10.05 INDEMNIFICATION. Each individual who is or was a member
        of the Committee or of the Board will be indemnified and held harmless
      by the Company against and from any loss, cost, liability or expense
  that may be imposed upon or reasonably incurred by him or her in
         connection with or resulting from any claim, action, suit or proceeding
     to which he or she may be made a party or in which he or she may be
        involved by reason of any action taken or failure to take action under
         the Plan as a Committee member and against and from any and all amounts
       paid, with the Company's approval, by him or her in settlement of any
      matter related to or arising from the Plan as a Committee member; or
        paid by him or her in satisfaction of any judgment in any action, suit
       or proceeding relating to or arising from the Plan against him or her
   as a Committee member, but only if he or she gives the Company an
         opportunity, at its own expense, to handle and defend the matter before
        he or she undertakes to handle and defend it in his or her own behalf.
         The right of indemnification described in this section is not exclusive
        and is independent of any other rights of indemnification to which the
individual may be entitled under the Company's organizational 
documents, by contract, as a matter of law, or otherwise.     

     The Registrant has entered into indemnification agreements with its
directors and officers which, among other matters, provide as follows:          

                The Company is required to maintain directors' and officers'
         liability insurance at not less than the current level unless the Board
of Directors concludes that the premium cost is substantially 
     disproportionate to the amount of coverage provided. The Company is
         required to indemnify a director or officer against certain liabilities
        if the director or officer has acted in good faith and in a manner the
        director or officer reasonably believed to be in or not opposed to the
   best interests of the Company. The Company is required to advance
      defense costs and expenses to the director or officer so long as the
        director or officer agrees to repay any such costs and expenses to the
        Company if it is ultimately determined that the director or officer is
      not entitled to indemnification. Indemnification is not provided for
      liability arising under the short-swing profits recapture provisions
of Section 16(b) of the Securities Exchange Act of 1934 or for
liability resulting from conduct that is determined to involve
reckless disregard for the best interests of                  

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        the Company or misconduct (other than negligence). The indemnification
    obligations of the Company continue for so long as the indemnified
   party may be subject to any possible action or proceeding. In the
event of a "potential change in control" (as defined in the   
    indemnification agreements), the Company is required, upon written
        request of the director or officer, to create a trust to indemnify the
       director or officer and to fund such trust in an amount sufficient to
       cover expenses reasonably anticipated. Upon a "change in control" (as
    defined in the indemnification agreements), the trust would become
    irrevocable. All unexpended funds in the trust would revert to the
    Company upon a final determination by a court or independent legal
     counsel that a director or officer has been fully indemnified under
the terms of the indemnification agreement.                   

      In addition, the Registrant has purchased insurance coverage under a
policy which insures directors and officers against certain liabilities which   
might be incurred by them in such capacities.                                   

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.                                   

Not Applicable.                                               

ITEM 8.  EXHIBITS.                                                              

See the Index to Exhibits attached hereto at page 20.         

ITEM 9.  UNDERTAKINGS.                                                          

A.       The undersigned Registrant hereby undertakes:                          

        (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration
statement:                                  

          (i)      To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933;

             (ii)     To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                  statement (or the most recent post-effective
                      amendment thereof) which, individually or in the
        aggregate, represent a fundamental

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                change in the information set forth in the
 registration statement; and

                (iii)    To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                     such information in the registration statement;

                  provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
         apply if the information required to be included in a
                post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission by
                 the Registrant pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.   

       (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.                      

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

B.       The undersigned Registrant hereby undertakes that, for purposes of     
         determining any liability under the Securities Act of 1933, each filing
        of the Registrant's annual report pursuant to Section 13(a) or Section
      15(d) of the Securities Exchange Act of 1934 that is incorporated by
     reference in the registration statement shall be deemed to be a new
        registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.                           

C.       Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling
        persons of the Registrant pursuant to the provisions described in Item
       6 of this Part II, 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 Act and
is,                                                           

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         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.                                   

[Remainder of page intentionally left blank.
Signatures on following page.]

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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 Pickerington, State of Ohio, on the 14th day of June,
2002.                                                                           

                   R. G. BARRY CORPORATION

                   By: /s/ Daniel D. Viren
                                        --------------------------------------
                        Daniel D. Viren,
                                      Senior Vice President-Finance,
                               Secretary and Treasurer

  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 the 14th day of June, 2002.                             

Signature                                     Title                             
---------                                     -----                             

*Gordon Zacks                                 Chairman of the Board, Chief      
-----------------------------------           Executive Officer and Director    
Gordon Zacks                                                                    

*William Lenich                               President, Chief Operating        
-----------------------------------           Officer and Director              
William Lenich                                                                  

*Christian Galvis                             Executive Vice President-         
-----------------------------------           Operations, President-            
Christian Galvis                              Operations of Barry Comfort       
                              Group and Director

/s/ Daniel D. Viren                          Senior Vice President-Finance,   
-----------------------------------           Secretary and Treasurer (Chief    
Daniel D. Viren                               Financial and Principal           
                                            Accounting Officer) and Director

*Philip G. Barach                             Director                          
-----------------------------------                                             
Philip G. Barach                                                                

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Signature                                     Title                             
---------                                     -----                             

*Harvey M. Krueger                            Director                          
-----------------------------------                                             
Harvey M. Krueger                                                               

*Roger E. Lautzenhiser                        Director                          
-----------------------------------                                             
Roger E. Lautzenhiser                                                           

*Janice E. Page                               Director                          
-----------------------------------                                             
Janice E. Page                                                                  

*Edward M. Stan                               Director                          
-----------------------------------                                             
Edward M. Stan                                                                  

*Harvey A. Weinberg                           Director                          
-----------------------------------                                             
Harvey A. Weinberg                                                              

*By Daniel D. Viren pursuant to Powers of Attorney executed by the directors and
executive officers listed above, which Powers of Attorney have been filed with  
the Securities and Exchange Commission.                                         

/s/ Daniel D. Viren                                                           
-----------------------------------                                             
Daniel D. Viren                                                                 

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 INDEX TO EXHIBITS
 -----------------

                                                        [Enlarge/Download Table]

Exhibit No.               Description                           Location                                     
-----------               -----------                           --------                                     

                                                                                                             
    4        Rights Agreement, dated as of February 19, 1998,       Incorporated herein by reference to the  
             between R. G. Barry Corporation ("Registrant")         Current Report on Form 8-K of Registrant,
             and The Bank of New York, as Rights Agent              dated March 13, 1998 and filed March 16, 
                                                                    1998 (File No. 1-8769) [Exhibit 4]       
    5        Opinion of Vorys, Sater, Seymour and Pease LLP,        *                                        
             counsel to Registrant                                                                           
   10        R. G. Barry Corporation 2002 Stock Incentive Plan      *                                        
23(a)        Consent of Independent Certified Public                *                                        
             Accountants                                                                                     
23(b)        Consent of Vorys, Sater, Seymour and Pease LLP,        Filed as part of Exhibit 5 hereto        
             counsel to Registrant                                                                           
   24        Powers of Attorney                                     *                                        

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

*  Filed herewith.                                                              

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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:	6/14/02	1
	6/12/02	1
	6/7/02	3
	3/30/02	2		10-Q
	1/8/02	2		8-K
	1/7/02	2		8-K
	12/29/01	2		10-K
	3/16/98	2	20	15-12G, 8-A12B, 8-K
	3/13/98	20		8-K
	2/19/98	20
	6/6/95	2		8-A12B
				List all Filings

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Filing Submission 0000950152-02-004860 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Barry R G Corp/OH – ‘S-8’ on 6/14/02

On: Friday, 6/14/02, at 4:05pm ET · Effective: 6/14/02 · Accession #: 950152-2-4860 · File #: 333-90544

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