Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CULP, INC.
(Exact name of registrant, as specified in its charter)
North Carolina 56-1001967
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 South Main Street
Post Office Box 2686
High Point, North Carolina 27261-2686
(Address of principal executive officers)
___________________
Culp, Inc.
1993 Stock Option Plan
(Full title of the plan)
___________________
PHILLIP W. WILSON
Vice President and Chief Financial Officer
Culp, Inc.
101 South Main Street
Post Office Box 2686
High Point, North Carolina 27261-2686
(Name and address of agent for service)
(336) 889-5161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per unit price registration fee
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Common Stock, $.05 par value 350,000(1) $3.56(2) $1,246,000(2) $311.50
(including options under the Culp,
Inc. 1993 Stock Option Plan and
including associated rights to
purchase Series A Participating
Preferred Stock) (3)
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also relates to an indeterminate number of
additional shares of common stock issuable with respect to the shares
registered hereunder in the event of a stock split, stock dividend or
other similar transaction.
(2) In accordance with Rule 457(h)(1) of Regulation C, the price for the
shares is computed on the basis of the average high and low prices for
Common Shares on April 18, 2001 as reported on the New York Stock
Exchange.
(3) Each share of Common Stock of the Company has one attached right to
purchase Series A Participating Preferred Stock under the Rights
Agreement dated as of October 8, 1999 between Culp, Inc. and Equiserve
Trust Company, N.A., as Rights Agent.
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PART II INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by Culp, Inc. (the "Company") are incorporated by reference into
this registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 2000, as amended;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of its
latest fiscal year, as amended; and
(c) The description of the Common Stock, par value $.05 per share
("Common Stock") of the Company set forth in the Company's registration
statements filed pursuant to Section 12 of the Exchange Act and any amendment
or report filed for the purpose of updating such descriptions.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all of such securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Any statement contained herein or 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 such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Section 55-2-02 of the North Carolina Business Corporation Act (the
"North Carolina Corporation Act") enables a North Carolina corporation in its
articles of incorporation to eliminate or limit, with certain exceptions, the
personal liability of a director for monetary damages for breach of duty as a
director. No such provision is effective to eliminate or limit a director's
liability for (i)-acts or omissions that the director at the time of the
breach knew or believed to be clearly in conflict with the best interests of
the corporation, (ii)-improper distributions described in Section 55-8-33 of
the North Carolina Corporation Act, (iii)-any transaction from which the
director derived an improper personal benefit, or (iv)-acts or omissions
occurring prior to the date the exculpatory provision became effective. The
Company's Articles of Incorporation limit the personal liability of its
directors to the fullest extent permitted by the North Carolina Corporation
Act.
Sections 55-8-50 through 55-8-58 of the North Carolina Corporation Act
permit a corporation to indemnify its directors, officers, employees or
agents under either or both a statutory or nonstatutory scheme of
indemnification. Under the statutory scheme, a corporation may, with certain
exceptions, indemnify a director, officer, employee or agent of the
corporation who was, is or is threatened to be made, a party to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative, or investigative, because of the fact that
such person was a director, officer, agent or employee of the corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. This indemnity may
include the obligation to pay any judgment, settlement, penalty, fine
(including an excise tax assessed with respect to an employee benefit plan)
and reasonable expenses incurred in connection with a proceeding (including
counsel fees), but no such indemnification may be granted unless such
director, officer, agent or employee (i)-conducted himself in good faith,
(ii)-reasonable believed (1)-that any action taken in his official capacity
with the corporation was in the best interest of the corporation or (2)-that
in all other cases his conduct at least was not opposed to the corporation's
best interest, and (iii)-in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. Whether a director has
met the requisite standard of conduct for the type of indemnification set
forth above is determined by the board of directors, a committee of
directors, special legal counsel or the shareholders in accordance with
Section 55-8-55 of the North Carolina Corporation Act. A corporation may not
indemnify a director under the statutory scheme in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in connection with a proceeding in
which a director was adjudged liable on the basis of having received an
improper personal benefit.
In addition to, and notwithstanding the conditions and limitations on
indemnification described above under the statutory scheme, Section 55-8-57
of the North Carolina Corporation Act permits a corporation to indemnify or
agree to indemnify any of its directors, officers, employees or agents
against liability and expenses (including attorneys' fees) in any proceeding
(including proceedings brought by or on behalf of the corporation) arising
out of their status as such or their activities in such capacities, except
for any liabilities or expenses incurred on account of activities that were,
at the time taken, known or believed by the person seeking indemnification to
be clearly in conflict with the best interests of the corporation. Because
the Company's Bylaws provide for indemnification to the fullest extent
permitted under the North Carolina Corporation Act, the Company may indemnify
its directors, officers and employees in accordance with either the statutory
or the nonstatutory standard.
Sections 55-8-52 and 55-8-56 of the North Carolina Corporation Act
require a corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or officer who has been wholly successful
on the merits or otherwise in the defense of any proceeding to which such
director or officer was, or was threatened to be made, a party because he is
or was a director or officer of the corporation. Unless prohibited by the
articles of incorporation, a director or officer also may make application
and obtain court-ordered indemnification if the court determines that such
director or officer is fairly and reasonably entitled to such indemnification
as provided in Section 55-8-54 and 55-8-56 of the North Carolina Corporation
Act.
Additionally, Section 55-8-57 of the North Carolina Corporation Act
authorizes a corporation to purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation against certain liabilities incurred by such persons, whether or
not the corporation is otherwise authorized by the North Carolina Corporation
Act to indemnify such party. The Company's directors and officers are
currently covered under the directors' and officers' insurance policies
maintained by the Company that will indemnify such persons against certain
liabilities arising from acts or omissions in the discharge of their duties.
Item 8. Exhibits.
Exhibit Number Description
4.1 Culp, Inc. 1993 Stock Option Plan (incorporated by
reference to Exhibit 10(o) of the Company's Annual
Report on Form 10-K for the fiscal year ended May 2,
1993)
4.2 Amendments to Culp, Inc. 1993 Stock Option Plan
(incorporated by reference to Exhibit 10(rr) of the
Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 2000)
4.3 Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(i) of the
Company's Quarterly Report on Form 10-Q for the period
ended January 29, 1995)
4.4 Articles of Amendment, dated October 5, 1999, to the
Company's Articles of Incorporation (incorporated by
reference to Exhibit 3(iii) of the Company's Quarterly
Report on Form 10-Q for the period ended October 31,
1999)
4.5 Restated and Amended Bylaws of the Company, as amended
(incorporated by reference to Exhibit 3(b) of the
Company's Annual Report on Form 10-K for the fiscal year
ended April 28, 1991)
4.6 Rights Agreement, dated as of October 18, 1999, between
the Company and Equiserve Trust Company, N.A., as Rights
Agent, including the form of Articles of Amendment with
respect to the Series A Participating Preferred Stock
included as Exhibit A to the Rights Agreement, the forms
of Rights Certificate included as Exhibit B to the
Rights Agreement, and the form of Summary of Rights
included as Exhibit C to the Rights Agreement
(incorporated by reference to Exhibit 99.1 to the
Company's Form 8-K dated October 12, 1999)
5 Opinion of Robinson, Bradshaw & Hinson, P.A. with
respect to the validity of the shares being offered
23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (contained
in Exhibit 5)
23.2 Consent of KPMG LLP
24.1 Power of Attorney of Robert T. Davis, dated February 27,
2001
24.2 Power of Attorney of H. Bruce English, dated March 7,
2001
24.3 Power of Attorney of Patrick B. Flavin, dated March 19,
2001
24.4 Power of Attorney of Patrick H. Norton, dated February
26, 2001
24.5 Power of Attorney of Earl N. Phillips, Jr., dated March
1, 2001
24.6 Power of Attorney of Judith C. Walker, dated February
26, 2001
Item 9. Undertakings.
The Company hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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 of 1933, each such post-effective amendment to this
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;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this 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; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 High Point, State of North Carolina on this 19th
day of April, 2001.
CULP, INC.
By: /s/ ROBERT G.CULP, III
Robert G. Culp, III
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ ROBERT G. CULP, III Chairman of the Board of April 19, 2001
- ------------------------------------- Directors and Chief
Robert G. Culp, III Executive Officer
/s/ HOWARD L. DUNN, JR. President, Chief April 19, 2001
- ------------------------------------- Operating Officer and
Howard L. Dunn, Jr. Director
/s/ FRANKLIN N. SAXON Senior Vice President, April 19, 2001
- ------------------------------------- President of the Culp
Franklin N. Saxon Velvets/Prints Division
and Director
/s/ PHILLIP W. WILSON Vice President and Chief April 19, 2001
- ------------------------------------- Financial Officer
Phillip W. Wilson (Principal Financial and
Accounting Officer)
/s/ ROBERT T. DAVIS* Director April 19, 2001
- -------------------------------------
Robert T. Davis
/s/ H. BRUCE ENGLISH* Director April 19, 2001
- -------------------------------------
H. Bruce English
/s/ PATRICK B. FLAVIN* Director April 19, 2001
- -------------------------------------
Patrick B. Flavin
/s/ PATRICK H. NORTON* Director April 19, 2001
- -------------------------------------
Patrick H. Norton
/s/ EARL N. PHILLIPS, JR.* Director April 19, 2001
- -------------------------------------
Earl N. Phillips
/s/ JUDITH C. WALKER* Director April 19, 2001
- -------------------------------------
Judith C. Walker
*By: /s/ PHILLIP W. WILSON
(Phillip W. Wilson, Attorney-in-Fact)
EXHIBIT INDEX
Exhibit Number Description
4.1 Culp, Inc. 1993 Stock Option Plan (incorporated by
reference to Exhibit 10(o) of the Company's Annual
Report on Form 10-K for the fiscal year ended May 2,
1993)
4.2 Amendments to Culp, Inc. 1993 Stock Option Plan
(incorporated by reference to Exhibit 10(rr) of the
Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 2000)
4.3 Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(i) of the
Company's Quarterly Report on Form 10-Q for the period
ended January 29, 1995)
4.4 Articles of Amendment, dated October 5, 1999, to the
Company's Articles of Incorporation (incorporated by
reference to Exhibit 3(iii) of the Company's Quarterly
Report on Form 10-Q for the period ended October 31,
1999)
4.5 Restated and Amended Bylaws of the Company, as amended
(incorporated by reference to Exhibit 3(b) of the
Company's Annual Report on Form 10-K for the fiscal year
ended April 28, 1991)
4.6 Rights Agreement, dated as of October 18, 1999, between
the Company and Equiserve Trust Company, N.A., as Rights
Agent, including the form of Articles of Amendment with
respect to the Series A Participating Preferred Stock
included as Exhibit A to the Rights Agreement, the forms
of Rights Certificate included as Exhibit B to the
Rights Agreement, and the form of Summary of Rights
included as Exhibit C to the Rights Agreement
(incorporated by reference to Exhibit 99.1 to the
Company's Form 8-K dated October 12, 1999)
5 Opinion of Robinson, Bradshaw & Hinson, P.A. with
respect to the validity of the shares being offered
23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (contained
in Exhibit 5)
23.2 Consent of KPMG LLP
24.1 Power of Attorney of Robert T. Davis, dated February 27,
2001
24.2 Power of Attorney of H. Bruce English, dated March 7,
2001
24.3 Power of Attorney of Patrick B. Flavin, dated March 19,
2001
24.4 Power of Attorney of Patrick H. Norton, dated February
26, 2001
24.5 Power of Attorney of Earl N. Phillips, Jr., dated March
1, 2001
24.6 Power of Attorney of Judith C. Walker, dated February
26, 2001