CROWN CRAFTS INC — Regulatory Filings 2006

Aug 24, 2006

S-8 1 d39129sv8.htm FORM S-8 sv8 PAGEBREAK

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As filed with the Securities and Exchange Commission on August 24, 2006

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT Under The Securities Act of 1933

Crown Crafts, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	58-0678148
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)

916 South Burnside Avenue Gonzales, Louisiana 70737 (Address of Principal Executive Offices)

CROWN CRAFTS, INC. 2006 OMNIBUS INCENTIVE PLAN (Full Title of the Plan)

Mr. E. Randall Chestnut President and Chief Executive Officer 916 South Burnside Avenue Gonzales, Louisiana 70737 (225) 647-9100

(Name, Address and Telephone Number of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities	Amount to be	Proposed Maximum — Offering Price Per	Proposed Maximum — Aggregate Offering	Amount of
to be Registered	Registered (2)	Share (3)	Price	Registration Fee
Series A Common
Stock, $0.01 par
value per share (1)	1,200,000	$3.19	$3,828,000	$409.60

| (1) | Represents shares issuable pursuant to the Crown Crafts, Inc. 2006 Omnibus Incentive Plan
(the “Plan”). |
| --- | --- |
| (2) | This registration statement also relates to an indeterminate number of additional shares of
Common Stock that may become issuable pursuant to anti-dilution and adjustment provisions of
the Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Plan. |
| (3) | 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, based upon the average of the high
and low prices of the Registrant’s common stock on August 18, 2006, as reported on the OTC
Bulletin Board. |

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TABLE OF CONTENTS

PART I
Item 1.Plan Information
Item 2. Registration Information and Employee Plan Annual Information
PART II
Item 3. Incorporation of Certain Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Officers and Directors
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
Form of Incentive Stock Option Agreement
Form of Non-Qualified Stock Option Agreement - Employees
Form of Non-Qualified Stock Option Agreement - Directors
Form of Restricted Stock Grant Agreement
Form of Restricted Stock Grant Agreement
Opinion and Consent of Rogers & Hardin LLP
Consent of Deloitte & Touche LLP

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Table of Contents

link1 "PART I "

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

link2 "Item 1.Plan Information"

Item 1. Plan Information .

The documents containing the information specified in this Item 1 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

link2 "Item 2. Registration Information and Employee Plan Annual Information"

Item 2. Registration Information and Employee Plan Annual Information .

The documents containing the information specified in this Item 2 will be sent or given to employees, officers, director or others as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

link1 "PART II"

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

link2 "Item 3. Incorporation of Certain Documents by Reference"

Item 3. Incorporation of Certain Documents by Reference .

The following documents previously filed with the Commission are incorporated by reference in this Registration Statement:

(i)	The Registrant’s Annual Report on Form 10-K for the year ended April 2, 2006;
(ii)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 2,
2006;
(iii)	The Registrant’s Current Reports on Form 8-K filed on June 15, 2006, June 19,
2006, July 17, 2006, August 16, 2006 and August 22, 2006; and
(iv)	The description of the common stock contained in the Registrant’s Definitive
Proxy Statement on Schedule 14A filed with the Commission on September 3, 2003.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all the shares of the Registrant’s common stock offered hereby have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein 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.

link2 "Item 4. Description of Securities"

Item 4. Description of Securities .

Not applicable.

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link2 "Item 5. Interests of Named Experts and Counsel"

Item 5. Interests of Named Experts and Counsel .

The validity of the shares of the Registrant’s common stock registered hereby has been passed upon by Rogers & Hardin LLP.

link2 "Item 6. Indemnification of Officers and Directors"

Item 6. Indemnification of Officers and Directors .

Under Section 145 of the Delaware General Corporation Law (the “DGCL”), a corporation may indemnify its directors, officers, employees and agents and its former directors, officers, employees and agents and those who serve, at the corporation’s request, in such capacities with another enterprise, against expenses (including attorneys’ fees), as well as judgments, fines and settlements in non-derivative lawsuits, actually and reasonably incurred in connection with the defense of any action, suit or proceeding in which they or any of them were or are made parties or are threatened to be made parties by reason of their serving or having served in such capacity. The DGCL provides, however, that such person must have acted in good faith and in a manner such person reasonably believed to be in (or not opposed to) the best interests of the corporation and, in the case of a criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation, unless, and only to the extent that, a court determines that, despite the adjudication of liability but in view of all circumstances of the case, such person fairly and reasonably is entitled to indemnity for costs the court deems proper. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.

Our Amended and Restated Certificate of Incorporation and our Bylaws contain provisions that provide for the indemnification of our directors and officers to the fullest extent permitted by the DGCL. We believe that such protection is necessary in order to attract and retain qualified persons as directors and officers.

link2 "Item 7. Exemption from Registration Claimed"

Item 7. Exemption from Registration Claimed .

Not applicable.

link2 "Item 8. Exhibits"

Item 8. Exhibits .

The exhibits to this Registration Statement are listed on the Exhibit Index included elsewhere herein.

link2 "Item 9. Undertakings"

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; |
| --- | --- |
| (ii) | To reflect in the prospectus any facts or
events arising after the effective date of this 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 this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value 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) under the
Securities Act 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 set
forth in this Registration Statement; and |

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registrant Statement;

| (2) | That, for the purpose of determining any liability under the
Securities Act, 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 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 the purpose of determining liability under the
Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness. Provided, however , that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use; and |
| (5) | That, for the purpose of determining liability of the
Registrant under the Securities Act to any purchaser in the initial
distribution of the securities, the undersigned Registrant undertakes that in a
primary offering of securities of the undersigned Registrant pursuant to this
Registration Statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser: |

| (i) | Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be filed
pursuant to Rule 424; |
| --- | --- |
| (ii) | Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant; |
| (iii) | The portion of any other free writing
prospectus relating to the offering containing material information
about the undersigned Registrant or its securities provided by or on
behalf of an undersigned Registrant; and |
| (iv) | Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser. |

(b) The undersigned Registrant hereby undertakes 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 Exchange Act) that is incorporated by reference in the Registration Statement

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shall be deemed to be a new registration statement relating to the securities offered herein, 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 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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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link1 "SIGNATURES"

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 Gonzales, state of Louisiana, on this 24th day of August, 2006.

CROWN CRAFTS, INC.
By:	/s/ E. Randall Chestnut
	E. Randall Chestnut
	President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS , that each of the undersigned officers and directors of Crown Crafts, Inc. hereby constitutes and appoints each of E. Randall Chestnut and Amy Vidrine Samson, his attorney-in-fact and agent, each with full power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, in connection with the registration of the shares of the Registrant’s common stock under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent or his substitute may do or 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 date indicated.

Name	Title	Date
/s/ E. Randall Chestnut E. Randall Chestnut	Chairman of the Board,
President and Chief Executive
Officer (Principal Executive
Officer)	August 24, 2006
/s/ Amy Vidrine Samson Amy Vidrine Samson	Vice President and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting Officer)	August 24, 2006
/s/ William T. Deyo William T. Deyo	Director	August 24, 2006
/s/ Steven E. Fox Steven E. Fox	Director	August 24, 2006
/s/ Donald Ratajczak Donald Ratajczak	Director	August 24, 2006
/s/ James A. Verbrugge James A. Verbrugge	Director	August 24, 2006
/s/ Sidney Kirschner Sidney Kirschner	Director	August 24, 2006
/s/ Zenon S. Nie Zenon S. Nie	Director	August 24, 2006

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link1 "EXHIBIT INDEX"

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
4.1	Crown Crafts, Inc. 2006 Omnibus Incentive Plan.	Incorporated by
reference to
Appendix A to the
Registrant’s
Definitive Proxy
Statement filed
with the Commission
on June 30, 2006.
4.2	Form of Incentive Stock Option Agreement.	Filed herewith.
4.3	Form of Non-Qualified Stock Option Agreement
(Employees).	Filed herewith.
4.4	Form of Non-Qualified Stock Option Agreement
(Directors).	Filed herewith.
4.5	Form of Restricted Stock Grant Agreement (Form A).	Filed herewith.
4.6	Form of Restricted Stock Grant Agreement (Form B).	Filed herewith.
5.1	Opinion of Rogers & Hardin LLP.	Filed herewith.
23.1	Consent of Deloitte & Touche LLP.	Filed herewith.
23.2	Consent of Rogers & Hardin LLP (contained in
Exhibit 5.1 hereto).	Filed herewith.
24.1	Powers of Attorney (contained on the signature
page hereto).	Filed herewith.