As Filed with the Securities and Exchange Commission on January 29, 1997
Registration No. 333-42651
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Amendment No. 1
to
FORM S-3
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 2221 56-1001967
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
101 South Main Street
High Point, North Carolina 27261-2686
Tel: (910) 889-5161
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------
FRANKLIN N. SAXON
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CULP, INC.
101 South Main Street
High Point, North Carolina 27261-2686
Tel: (910) 889-5161
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies To:
HENRY H. RALSTON
JOHN M. HERRING
ROBINSON, BRADSHAW & HINSON, P.A.
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246
Tel: (704) 377-2536
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(e) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------- -------------------------------- ---------------------------------
Proposed Maximum Amount of
Title of Each Class of Aggregate Registration
Securities to be Registered Offering Price (1) Fee
- -------------------------------------------------- -------------------------------- ---------------------------------
Common Stock, $.05 par value................ $14,218,750 $4,308.71
=====================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to 457(c), based on the average of the high and low prices of
the Common Stock, as reported on the New York Stock Exchange, on
December 17, 1997.
---------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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700,000 Shares
[GRAPHIC OMITTED]
CULP
Common Stock
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This Prospectus relates to shares (the "Shares") of common stock (the
"Common Stock"), $.05 par value per share, of Culp, Inc. ("Culp" or the
"Company") offered hereby. The offering (this "Offering") of Shares under this
Prospectus is made by certain shareholders of the Company named herein
(collectively, the "Selling Shareholders"). See "Selling Shareholders" and "Plan
of Distribution." The Company will not receive any of the proceeds from the sale
of Shares offered by the Selling Shareholders.
The Shares may be sold from time to time by the Selling Shareholders on
the New York Stock Exchange (the "NYSE") on terms to be determined at the time
of each sale. The Selling Shareholders also may make private sales from time to
time directly or through a broker or brokers. Alternatively, the Selling
Shareholders may offer Shares from time to time to or through underwriters,
dealers or agents, who may receive consideration in the form of discounts and
commissions. Such commissions, which may exceed ordinary broker commissions, may
be paid by the Selling Shareholders and/or the purchasers of the Shares for whom
such underwriters, dealers and agents may act. See "Selling Shareholders" and
"Plan of Distribution."
The Selling Shareholders and any dealers or agents that participate in
the distribution of the Shares may be considered "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any profit on the sale of Shares offered by them and any discounts, commissions,
or concessions received by any such dealers or agents may be considered
underwriting discounts and commissions under the Securities Act.
Although the Company will not receive any proceeds from the sale of
Shares by the Selling Shareholders hereunder, the Company will pay the expenses
that it incurs in connection with the registration of the Shares with the
Securities and Exchange Commission (the "Commission"). See "Plan of
Distribution."
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "CFI." On January 28, 1998, the last reported sales price of
the Common Stock on the NYSE was $19.50 per share.
See "Risk Factors" beginning on page 5 for certain considerations
relevant to an investment in the Common Stock.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is February 2, 1998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities of
the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
as well as at the Commission's regional offices located at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies can be obtained from
the Commission by mail at prescribed rates. Requests should be directed to the
Commission's Public Reference Branch, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material may also be accessed electronically by
means of the Commission's home page on the Internet (http://www.sec.gov). Such
information may also be inspected and copied at the offices of the NYSE at 20
Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form S-3
(herein, together with all exhibits thereto, referred to as the "Registration
Statement") filed by the Company with the Commission under the Securities Act,
with respect to the securities offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company and the
securities offered hereby. Copies of the Registration Statement and the exhibits
thereto are on file at the offices of the Commission and may be obtained upon
payment of the prescribed fee or may be examined without charge at the public
reference facilities of the Commission described above. Statements contained
herein concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission. The Registration
Statement has been filed with the Commission by EDGAR and is also publicly
available through the Commission's home page on the Internet, as described
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus: (i) Annual Report on Form 10-K for
the fiscal year ended April 27, 1997; (ii) Quarterly Reports on Form 10-Q for
the fiscal quarters ended August 3, 1997 and November 2, 1997; (iii) Current
Report on Form 8-K dated November 12, 1997; Current Report on Form 8-K dated
October 15, 1997; Current Report on Form 8-K dated August 12, 1997; Current
Report on Form 8-K dated May 22, 1997; and Current Report on Form 8-K dated
April 30, 1997; and (iv) the description of the Company's Common Stock contained
in its Form 8-A filed with the Commission on December 19, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of this Offering shall be deemed to be incorporated by
reference into this Prospectus.
Any statement contained in this Prospectus or in a document
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is incorporated by reference in this Prospectus 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 Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents (not including exhibits
to the documents incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the Prospectus incorporates)
are available without charge to each person to whom a Prospectus is delivered
upon written or oral request. Requests should be directed to Culp, Inc., 101
South Main Street, High Point, North Carolina 27261, Attention: Corporate
Secretary (telephone number (910) 889-5161).
3
THE COMPANY
Culp is a leading manufacturer and marketer of furniture upholstery
fabrics and mattress fabrics (known as mattress ticking). The Company's fabrics
are used principally in the production of residential and commercial furniture
and bedding products, including sofas, recliners, chairs, loveseats, sectionals,
sofa-beds, office seating, panel systems and mattress sets. Culp markets one of
the broadest product lines in its industry, with a wide range of fabric
construction, patterns, colors, textures and finishes. The breadth is made
possible by Culp's extensive manufacturing capabilities that include a variety
of weaving, printing and finishing operations and the ability to produce various
yarns and greige goods used in its products. Culp's staff of designers uses CAD
systems to develop the Company's own patterns and styles. Although Culp markets
fabrics at most price levels, the Company has emphasized fabrics that have a
broad appeal in the "good" and "better" price categories of furniture and
bedding.
Culp markets its products worldwide, with sales to customers in many
countries. Although shipments to United States-based customers continue to
account for most of the Company's sales, Culp's success in building a global
presence has led to an increasing proportion of its sales to international
accounts. The Company's network of international sales agents represents Culp's
products in major furniture and bedding markets outside the United States.
Additionally, over the past several fiscal years, the Company has made
significant capital expenditures to expand its manufacturing capacity, install
more efficient production equipment and vertically integrate its operations.
Culp has complemented such internal expansion by making strategic acquisitions.
The Company's executive offices are located at 101 South Main Street,
High Point, North Carolina 27261.
4
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following risk factors should be carefully considered in evaluating the Company
and its business before purchasing the Common Stock offered hereby. This
Prospectus, including information incorporated by reference herein, may contain
certain "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), which represent the
Company's expectations or beliefs, including, but not limited to, statements
concerning industry performance, the Company's operations, performance,
financial condition, growth and acquisition strategies and margins and growth in
sales of the Company's products. For this purpose, any statements contained in
this Prospectus, including information incorporated by reference herein, that
are not statements of historical fact may be deemed to be forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond the Company's control, and actual
results may differ materially depending on a variety of important factors,
including those described in this "Risk Factors" section.
Economic Conditions. Demand for the Company's products generally is
dependent upon consumer demand for, and production levels of, upholstered
furniture and bedding products, which in turn fluctuate with U.S. and
international economic conditions and cycles. Demand generally is higher during
periods of economic strength and lower during periods of economic weakness or
uncertainty. Key economic conditions influencing demand for Culp's products are
housing starts, sales of existing homes, the level of consumer confidence,
population demographics, trends in disposable income, the level of consumer
spending, prevailing interest rates for home mortgages and the availability of
consumer credit. Adverse economic conditions could have a material adverse
effect on the Company.
Competition. The markets for the Company's products are highly
competitive. Competitive factors include price, quality, product design and
styling and customer service. The Company's market share could be significantly
affected by any one or more of these factors, which could have a material
adverse effect on the Company. In addition, although the Company is among the
largest suppliers of upholstery fabric to the furniture industry and mattress
ticking to the bedding industry, some of the Company's competitors are larger
overall and have greater financial resources than the Company. Additionally,
there can be no assurance that other competitors will not expand their capacity
to produce various fabrics, which could have a material adverse on the Company's
market opportunity.
Pricing and Availability of Raw Materials. Raw material costs make up
more than half of the Company's total production expenses. The Company is
dependent upon outside suppliers for most of its raw material needs and is
subject to price increases and delays in receiving supplies of these materials.
Although most of the Company's raw materials are available from more than one
source, a disruption in the availability or price increases of raw materials
could have an adverse effect on the Company. Raw material prices increased
during several recent fiscal years, and the Company was unable to fully pass
along to customers such increases through higher selling prices. In certain
cases, the Company has been able to offset, in whole or in part, raw-material
price increases by increased production efficiencies or a shift to different
fabric constructions. There can be no assurance that significant raw material
price increases will not occur in the future or that profit margins will not be
adversely affected by such price increases.
Acquisition Risk. The Company evaluates acquisition opportunities in
the ordinary course of business. Acquisitions involve numerous risks, including
difficulties in the assimilation of the operations and services of the acquired
companies, the expenses incurred in connection with the acquisition, the
diversion of management's attention from other business concerns and the
potential loss of key employees of the acquired company. There can be no
assurance that future acquisitions, if any, will be successfully integrated into
the Company's operations. In addition, there can be no assurance that the
Company will complete any future acquisitions or that acquisitions will
contribute favorably to the Company's operations and financial condition.
International Business Risks. International sales have increased
significantly in recent years. Such sales are subject to certain international
business risks, including possible unsettled political conditions,
expropriation, import and export restrictions, exchange controls, inflationary
economics and currency risks. The Company's business is generally conducted in
U.S. dollars. Accordingly, fluctuations in currency exchange rates may adversely
affect the ability of the Company to compete effectively with firms located
outside the United States. In particular, strengthening of the U.S. dollar
against foreign currencies could make the Company's products less competitive on
the basis of price in international markets.
5
Environmental and Other Regulations. The Company is subject to federal,
state and local laws and regulations in the areas of safety, health and
environmental pollution controls. The Company treats dyeing waste in its
wastewater treatment system operated under governmental permits. Although the
Company believes it is in material compliance with these laws and regulations,
there can be no assurance that environmental requirements will not become more
stringent in the future or that the Company will not incur substantial costs to
comply with such requirements. A failure of the Company to comply with such laws
and regulations could subject it to liability ranging from monetary damages to
injunctive action, which could adversely affect the Company.
Dependence Upon Key Personnel. The Company is dependent upon the
continued services of certain members of senior management, in particular those
of Robert G. Culp, III, Chairman and Chief Executive Officer, and Howard L.
Dunn, President and Chief Operating Officer, two of the founders of the Company.
The Company believes the loss of the services of key members of senior
management could have an adverse effect on the Company. In addition, the Company
believes that its future success will depend in large part upon its continued
ability to attract, retain and motivate additional employees. There can be no
assurance that the Company will be able to attract and retain sufficient
qualified personnel to meet its business needs.
Significant Shareholder. Robert G. Culp, III beneficially owns, as the
date hereof, directly and through voting and investment control of certain
shares held in trusts, a significant percentage of the outstanding shares of the
Common Stock. Accordingly, Mr. Culp will be in a position to influence the
election of the Company's directors and the outcome of corporate actions
requiring shareholder approval. This concentration of ownership may have the
effect of delaying or preventing a change in control of the Company.
Shares Eligible for Future Sale. Sales of a substantial number of
shares of the Company's Common Stock in the public market could adversely affect
the market price of the shares of Common Stock. All of the outstanding shares of
Common Stock registered hereunder will be freely tradeable upon effectiveness of
this Registration Statement without restriction unless held by affiliates of the
Company. All such shares held by affiliates of the Company are eligible for sale
in the public market subject to the volume and other limitations set forth in
Rule 144 under the Securities Act. The Company has granted outstanding options
to purchase shares of Common Stock, which are currently vested or are subject to
vesting based on performance criteria.
Anti-takeover Provisions. The Company's Articles of Incorporation and
Bylaws contain certain provisions that may have the effect of deterring a future
takeover of the Company, including the classification of the Board of Directors
into three classes. These provisions could limit the price that certain
investors might be willing to pay in the future for shares of Common Stock. In
addition, 10,000,000 shares of the Company's preferred stock may be issued in
the future without further shareholder approval and upon such terms and
conditions, and having such rights, privileges and preferences, as the Board of
Directors of the Company may determine. The issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could adversely affect the market price of shares of
Common Stock and could have the effect of making it more difficult for a third
party to acquire, or of discouraging a third party from acquiring, a majority of
the outstanding voting stock of the Company.
6
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
hereunder.
SELLING SHAREHOLDERS
The following table provides certain information with respect to shares
of Common Stock beneficially owned by each Selling Shareholder, offered hereby
and to be sold hereunder. Each Selling Shareholder possesses sole voting and
investment power with respect to the shares listed opposite his name, unless
noted otherwise. Except as set forth elsewhere in this Prospectus (including in
the documents incorporated herein by reference), within the past three years
none of the Selling Shareholders has had any position, office or other material
relationship with the Company or with any of the Company's predecessors of
affiliates, other than as a result of the issuance of the Shares to the Selling
Shareholders as consideration in part for the Company's acquisition of the
assets of Artee Industries, Incorporated, a North Carolina corporation
("Artee").
Upon or after the acquisition of the assets of Artee by Culp, it is
expected that Robert T. Davis will become a director of Culp and Robert T.
Davis, Robert L. Davis, Louis W. Davis and J. Marshall Bradley will be employees
of Culp, continuing to work in the business operated by Artee prior to such
acquisition.
Any or all of the Shares of Common Stock listed below may be offered
for sale pursuant to this Prospectus by the Selling Shareholders from time to
time. Accordingly, no estimate can be given as to the amount of the Shares that
will be held by the Selling Shareholders upon consummation of any such sales. In
addition, the Selling Shareholders identified below may have sold, transferred
or otherwise disposed of all or a portion of their Shares since the date on
which the information regarding their Shares was provided, in transactions
exempt from the registration requirements of the Securities Act.
Shares of Common Stock
----------------------------------------------------------
Number of Number of Percentage of
Shares Shares Offered Outstanding
Name Owned (1) Hereby (2) Shares (2)
----- --------- ---------- ----------
Robert T. Davis 132,308 132,158 1.04
Robert L. Davis, Trustee of Robert T. Davis 35,526 35,526 *
Irrevocable Trust under agreement dated
8/25/94
Robert L. Davis (3) 27,150 27,000 *
Louis W. Davis 27,100 27,000 *
Kelly D. England 27,000 27,000 *
J. Marshall Bradley 15,000 (4) 14,779 *
Frankie S. Bradley 15,000 (4) 14,779 *
Mickey R. Bradley 5,969 5,969 *
- ---------------------
* Less than 1% of the outstanding shares of Common Stock.
(1) Represents the number of shares of Common Stock beneficially owned by
each Selling Shareholder prior to the sale of any Shares under this
Prospectus.
(2) Represents the number of Shares of Common Stock offered hereby by each
Selling Shareholder and such Shares as a percentage of the 12,689,603
shares of Common Stock issued and outstanding as of December 17, 1997.
None of the Shares offered by this Prospectus are included in the number
of issued and outstanding shares.
(3) Includes joint ownership by Robert L. Davis and his wife, Shannon W.
Davis, of 150 shares of Common Stock.
(4) Includes joint ownership by J. Marshall Bradley and his wife, Frankie
S. Bradley, of 221 shares of Common Stock.
7
PLAN OF DISTRIBUTION
The Shares are being registered to permit public secondary trading of
such securities by the Selling Shareholders from time to time on the NYSE after
the date of this Prospectus. The Selling Shareholders also may make private
sales directly or through a broker or brokers. Alternatively, the Selling
Shareholders may offer Shares from time to time to or through underwriters,
dealers or agents, who may receive consideration in the form of discounts and
commissions. Such compensation, which may exceed ordinary brokerage commissions,
may be paid by the Selling Shareholders and/or the purchaser(s) of the Shares
offered hereby for whom such underwriters, dealers and agents may act.
The Selling Shareholders and any dealers or agents that participate in
the distribution of the Shares may be considered "underwriters" within the
meaning of the Securities Act, and any profit on the sale of such Shares offered
by them and discounts, commissions or concessions received by any such dealer or
agents might be deemed underwriting discounts and commissions under the
Securities Act. The aggregate proceeds to the Selling Shareholders from sales of
the Shares offered hereby will be the purchase price of such Shares less any
brokers' commissions required to be paid by the Selling Shareholders.
To the extent required, the specific Shares to be sold, the names of
the Selling Shareholders, the respective purchase prices and public offering
prices, the name of any such agents, dealers and underwriters and any applicable
commissions or discounts with respect to a particular offer will be set forth in
a supplement to this Prospectus.
Under applicable Exchange Act rules and regulations, any person engaged
in the distribution of the Shares may not simultaneously engage in market making
activities with respect to the Common Stock for a period of one business day
prior to the commencement of such distribution. In addition, and without
limiting the foregoing, the Selling Shareholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation, Regulation M, which provisions may limit the
timing of purchases and sales of Common Stock by the Selling Shareholders.
The Company will pay the expenses that it incurs in connection with the
registration of the Shares with the Commission.
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for the Common Stock is Wachovia Bank,
National Association.
LEGAL MATTERS
The validity of the Shares of Common Stock offered hereby has been
passed upon for the Company by Robinson, Bradshaw & Hinson, P.A., Charlotte,
North Carolina. At December 18, 1997, members of Robinson, Bradshaw & Hinson,
P.A. beneficially owned less than 1% of the outstanding shares of Common Stock.
Henry H. Ralston, an Assistant Secretary of the Company, is a member of
Robinson, Bradshaw & Hinson, P.A.
EXPERTS
The Consolidated Financial Statements of the Company and its
subsidiaries as of April 28, 1996 and April 27, 1997, and for each of the fiscal
years in the three-year period ended April 27, 1997, have been incorporated by
reference herein and in the Registration Statement in reliance upon the report
of KPMG Peat Marwick LLP incorporated by reference herein and upon the authority
of said firm as experts in accounting and auditing.
8
[Outside Back Cover]
No dealer, salesman or other person has been authorized to give any information
or to make any representation not contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or any underwriter, agent or dealer. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof. This Prospectus does not
constitute an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or in which the person making such offer
or solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
TABLE OF CONTENTS
Page
Available Information...........................3
Incorporation of Certain Documents by Reference.3
The Company.....................................4
Risk Factors....................................5
Use of Proceeds.................................7
Selling Shareholders............................7
Plan of Distribution............................8
Registrar and Transfer Agent....................8
Legal Matters...................................8
Experts .......................................8
700,000 Shares
[GRAPHIC OMITTED]
CULP
Common Stock
----------
PROSPECTUS
----------
February 2, 1998
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the Registrant's costs and expenses in
connection with the sale and distribution of the securities being registered,
other than the underwriting discounts and commissions. All amounts shown are
estimates except for the Commission registration fee, the NASD filing fee and
the New York Stock Exchange listing.
SEC registration fee.......................................... $ 5,000
New York Stock Exchange listing............................... 4,000
Accounting fees and expenses.................................. 5,000
Legal fees and expenses....................................... 10,000
Printing, engraving and mailing expenses...................... 5,000
Miscellaneous................................................. 1,000
------
Total............................................... $ 30,000
========
Item 15. 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 bequest 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) reasonably 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. 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.
II-1
In addition to, and notwithstanding the conditions of 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 statuary or the
nonstatutory standard.
Sections 55-8-52 and 55-8-56 of the North Carolina Corporation Act
requires 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. 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.
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 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. Such insurance policies provide $15
million coverage for liabilities, including liabilities for alleged violation of
securities laws.
Item 16. Exhibits
Exhibit No. Description of Exhibit
4.1* Articles, 4, 5 and 6 of Articles of Incorporation of the
Company, filed as Exhibit 3(i) to the Company's Form 10-Q
for the quarter ended January 29, 1995, are incorporated
herein by reference.
4.2* Article II of the Bylaws of the Company, filed as Exhibit
3(b) to the Company's Form 10-K for the year ended April
28, 1991, is incorporated herein by reference.
5* Opinion of Robinson, Bradshaw & Hinson, P.A. with respect
to the validity of the shares being offered.
10.1* Asset Purchase Agreement dated as of October 14, 1997 among the Company,
Artee and the shareholders of Artee
23.1 Consent of KPMG Peat Marwick LLP
23.2* Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5)
II-2
24* Powers of Attorney (included on the signature page of the
initial filing of this Registration Statement).
- ---------------------
* Previously filed
Item 18. Undertakings
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions contained in the Company's Articles of
Incorporation and By-laws and the laws of the State of North Carolina, or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the 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 and will be governed by the final
adjudication of such issue.
The undersigned Company hereby undertakes: (i) to file, during any
period in which offers or sale are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by section
10(a) of the Securities Act; (ii) to reflect in the Prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in the number 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% 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; provided, however, that the
undertakings in subparts (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by such subparts is
contained in periodic reports filed or furnished to the Commission by the
undersigned Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement.
The undersigned Company hereby undertakes that for the purpose of
determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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
29th day of January, 1998.
By: Robert G. Culp, III*
------------------------------------
Robert G. Culp, III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
Robert G. Culp, III* Chairman of the Board of Directors January 29, 1998
- --------------------------------------- and Chief Executive Officer
Robert G. Culp, III
Franklin N. Saxon* Senior Vice President and Chief January 29, 1998
- --------------------------------------- Financial and Accounting Officer
Franklin N. Saxon
Howard L. Dunn, Jr.* President, Chief Operating Officer January 29, 1998
- --------------------------------------- and Director
Howard L. Dunn, Jr.
Harry R. Culp* Director January 29, 1998
- ---------------------------------------
Harry R. Culp
Baxter P. Freeze* Director January 29, 1998
- ---------------------------------------
Baxter P. Freeze
Earl M. Honeycutt* Director January 29, 1998
- ---------------------------------------
Earl M. Honeycutt
Patrick H. Norton* Director January 29, 1998
- ---------------------------------------
Patrick H. Norton
Earl N. Phillips, Jr.* Director January 29, 1998
- ---------------------------------------
Earl N. Phillips, Jr.
Bland N. Worley* Director January 29, 1998
- ---------------------------------------
Bland N. Worley
By: /s/ Stephen T. Hancock
------------------------------------
(Stephen T. Hancock, Attorney-in-fact)
II-4
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
4.1* Articles, 4, 5 and 6 of Articles of Incorporation of the
Company, filed as Exhibit 3(i) to the Company's Form 10-Q
for the quarter ended January 29, 1995, are incorporated
herein by reference.
4.2* Article II of the Bylaws of the Company, filed as Exhibit
3(b) to the Company's Form 10-K for the year ended April
28, 1991, is incorporated herein by reference.
5* Opinion of Robinson, Bradshaw & Hinson, P.A. with respect
to the validity of the shares being offered.
10.1* Asset Purchase Agreement dated as of October 14, 1997 among the Company,
Artee and the shareholders of Artee
23.1 Consent of KPMG Peat Marwick LLP
23.2* Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5)
24* Powers of Attorney (included on the signature page of the
initial filing of this Registration Statement).
- ---------------------
* Previously filed
II-5
The Board of Directors
Culp, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Greensboro, North Carolina
January 29, 1998
