As filed with the Securities and Exchange Commission on August 13, 2004
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
BLAIR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)
DELAWARE 5961 25-0691670
(State or other jurisdiction (Primary Standard Industry (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
220 HICKORY STREET
WARREN, PENNSYLVANIA 16366
(814) 723-3600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BLAIR CORPORATION
2000 OMNIBUS STOCK PLAN
(Full Title of the Plan)
BRYAN J. FLANAGAN
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
BLAIR CORPORATION
220 HICKORY STREET
WARREN, PENNSYLVANIA 16366
(814) 723-3600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Copies to:
JOHN H. VOGEL, ESQ.
CHERI CARPER BENNETT, ESQ.
PATTON BOGGS LLP
2550 M STREET, N.W.
WASHINGTON, DC 20037
(202) 457-6000
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PROPOSED MAXIMUM ESTIMATED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE
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Common Stock, no par Value
per Share 400,000(2) $25.35 (3) $10,140,000 $1,284.74
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Blair Corporation Employee Stock Purchase Plan (the "Plan"), as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of Blair Corporation pursuant to Rule 416(a) of
the Securities Exchange Act of 1933 (the "Securities Act").
(2) Represents the total number of shares currently available for issuance as
awards pursuant to the Plan.
(3) Calculated pursuant to Rule 457(h) of the Securities Act. The market value
of the common stock, as determined by the last reported price quoted on the
American Stock Exchange on August 9, 2004, of $25.35 per share multiplied
by 400,000 shares available as awards granted pursuant to the Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 462(A) OF THE SECURITIES ACT.
BLAIR CORPORATION
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Blair Corporation
(the "Company" or the "Registrant") 2000 Omnibus Stock Plan (the "Plan")
required by Part I of the Registration Statement will be sent or given to the
participants in any of the Plan as specified by Rule 428(b)(1). Such document is
not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2003, which includes the consolidated balance
sheets of the Company as of December 31, 2003 and 2002, and
the related consolidated statements of income, stockholders'
equity and cash flows for each of the years in the three-year
period ended December 31, 2003, together with the related
notes and the report of Ernst & Young LLP, independent
certified public accountants, originally filed with the SEC on
March 15, 2004 (SEC File No. 1-878).
(b) The Form 10-Q report filed by the Registrant for the fiscal
quarter ended March 31, 2004 (File No. 1-878) filed with the
SEC on May 7, 2004.
(c) The Form 10-Q report filed by the Registrant for the fiscal
quarter ended June 30, 2004 (File No. 1-878) filed with the
SEC on August 9, 2004.
(d) The description of Registrant's common stock contained in
Exhibit 4.1 to the Company's Registration Statement (File No.
333-41770), filed with the SEC on July 19, 2000, and any
amendment or report filed for the purpose of updating such
description.
(e) All documents filed by the Registrant pursuant to Section
13(a) and (c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, 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 INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify its directors or officers and may purchase and
maintain liability insurance for those persons as and to the extent permitted
thereby.
The Company's Certificate of Incorporation requires the Company to
indemnify its directors and officers to the extent permitted under Section 145
of the General Corporation Law of Delaware from and against all expenses,
liabilities and other matters referred to in or covered by Section 145, both as
to action in their official capacities and as to action in another capacity
while holding such positions.
Article XXIII of the Amended Bylaws of the Company, relating to
indemnification of its directors and officers states as follows:
The Corporation shall indemnify every director or officer, his heirs,
executors and administrators, against expenses reasonably incurred by
him (including, without limitation, reasonable attorneys' fees) in
connection with any action, suit or proceeding to which he may be made
a party by reason of his being or having been a director or officer of
the Corporation to the extent permitted by the Delaware corporation
Law, as amended, or any successor provision thereto.
The Company maintains an insurance policy with total coverage of
$30,000,000 that insures its directors and officers against damages, judgments
and settlements arising from, and defense costs in connection with, claims for
alleged wrongful acts in their respective capacities as directors and officers
of the Company, except to the extent the Company has indemnified the directors
and officers. The Company is entitled to reimbursements under the policy to the
extent it has indemnified the directors and officers for covered losses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. LIST OF EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
4 Specimen Stock Certificate for Common Stock of Blair
Corporation(1)
5 Opinion of Patton Boggs LLP, Washington, DC, as to the
legality of the common stock registered hereby
23.1 Consent of Patton Boggs LLP (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney(2)
(1) Incorporated by reference to Exhibit 4.1 to the Form S-8
Registration Statement filed with the SEC on July 19, 2000
(SEC File No. 333-41770).
(2) Located on the signature page to this Registration Statement.
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales of securities 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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
unless the information required by (i) and (ii) is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference into this
Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the 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.
(5) 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 foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Warren,
State of Pennsylvania, on August 13, 2004.
BLAIR CORPORATION
By: /s/ Bryan J. Flanagan
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Bryan J. Flanagan
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bryan J. Flanagan as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully or do cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
/s/ Craig N. Johnson Chairman of the Board of Directors August 13, 2004
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Craig N. Johnson
/s/ John E. Zawacki President, Chief Executive Officer and August 13, 2004
------------------------ Director (principal executive officer)
John E. Zawacki
/s/ Bryan J. Flanagan Senior Vice President, Chief Financial August 13, 2004
------------------------ Officer and Director (principal financial
Bryan J. Flanagan officer)
/s/ Steven M. Blair Vice President, Customer Services and August 13, 2004
------------------------ Director
Steven M. Blair
/s/ Thomas P. McKeever Senior Vice President, Operations and August 13, 2004
------------------------ Administration and Director
Thomas P. McKeever
/s/ Robert D. Crowley Senior Vice President, Menswear, Home and August 13, 2004
------------------------ Marketing Services and Director
Robert D. Crowley
/s/ Murray K. McComas Director August 13, 2004
------------------------
Murray K. McComas