Hanesbrands Inc.
As filed with the Securities and Exchange Commission on
May 7, 2007
Registration
No. 333-142371
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 1
To
Form S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
HANESBRANDS
INC.*
(Exact name of registrant as
specified in its charter)
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Maryland
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5600
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20-3552316
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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1000 East Hanes Mill
Road
Winston-Salem, North Carolina
27105
(336) 519-4400
(Address, including zip code,
and telephone number, including area code, of Registrants
principal executive offices)
Joia M.
Johnson, Esq.
Executive Vice
President,
General Counsel and Corporate
Secretary
Hanesbrands Inc.
1000 East Hanes Mill
Road
Winston-Salem, North Carolina
27105
(336) 519-4400
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
Gerald T.
Nowak, Esq.
Kirkland & Ellis
LLP
200 E. Randolph
Drive
Chicago, Illinois
60601
(312) 861-2000
*The Co-Registrants listed on the next page are also included in
this Form S-4 Registration Statement as additional Registrants.
Approximate date of commencement of proposed sale of the
securities to the public: Upon consummation of
the exchange offer described herein.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following box. o
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. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) 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. o
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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Exact Name of Additional Registrant*
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Jurisdiction of Formation
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I.R.S. Employer Identification No.
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BA International, L.L.C.
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Delaware
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20-3151349
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Caribesock, Inc.
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Delaware
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36-4311677
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Caribetex, Inc.
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Delaware
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36-4147282
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CASA International, LLC
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Delaware
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01-0863412
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Ceibena Del, Inc.
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Delaware
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36-4165547
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Hanes Menswear, LLC
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Delaware
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66-0320041
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Hanes Puerto Rico, Inc.
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Delaware
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36-3726350
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Hanesbrands Direct, LLC
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Colorado
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20-5720114
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Hanesbrands Distribution,
Inc.
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Delaware
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36-4500174
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HBI Branded Apparel Enterprises,
LLC
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Delaware
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20-5720055
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HBI Branded Apparel Limited,
Inc.
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Delaware
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35-2274670
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HbI International, LLC
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Delaware
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01-0863413
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HBI Sourcing, LLC
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Delaware
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20-3552316
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Inner Self, LLC
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Delaware
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36-4413117
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Jasper-Costa Rica, L.L.C.
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Delaware
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51-0374405
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National Textiles, L.L.C.
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Delaware
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56-2051054
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Playtex Dorado, LLC
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Delaware
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13-2828179
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Playtex Industries, Inc.
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Delaware
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51-0313092
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Seamless Textiles, LLC
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Delaware
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36-4311900
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UPCR, Inc.
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Delaware
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36-4165638
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UPEL, Inc.
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Delaware
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36-4165642
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The address for each of the additional Registrants is
c/o Hanesbrands Inc., 1000 East Hanes Mill Road,
Winston-Salem, NC 27105, telephone:
(336) 519-4400.
The primary standard industrial classification number for each
of the additional Registrants is 5600. The name, address,
including zip code, of the agent for service for each of the
additional Registrants is Joia M. Johnson, Esq., Executive Vice
President, General Counsel and Corporate Secretary of
Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem,
North Carolina 27105, telephone
(336) 519-4400. |
Explanatory
Note
This Amendment No. 1 to Form S-4 is being filed solely to
add additional exhibits and to modify certain undertakings
included in Item 22 hereto.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
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Item 20.
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Indemnification
of Directors and Officers
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Maryland
Registrant Hanesbrands Inc. is a Maryland corporation.
Section 2-405.2
of MGCL permits a Maryland corporation to include in its charter
a provision limiting the liability of its directors and officers
to the corporation and its stockholders for money damages,
except for liability resulting from (1) actual receipt of
an improper benefit or profit in money, property or services or
(2) active and deliberate dishonesty established by a final
judgment or other adjudication as material to the cause of
action adjudicated in the proceeding. Our charter contains a
provision that eliminates directors and officers
liability to the maximum extent permitted by MGCL.
Section 2-418(d)
of MGCL requires a corporation (unless its charter provides
otherwise, which our charter does not) to indemnify a director
of the corporation who has been successful, on the merits or
otherwise, in the defense of any proceeding to which such
director was made a party by reason of the directors
service in that capacity.
Section 2-418(b)
permits a corporation to indemnify its present or former
directors against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the director in
connection with any proceeding to which the director is made a
party by reason of the directors service as a director,
unless it is established that (1) the act or omission of
the director was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, (2) the director actually
received an improper personal benefit in money, property or
services or (3) in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or
omission was unlawful. If, however, the proceeding was one by or
in the right of the corporation and the director was adjudged
liable to the corporation, the corporation may not indemnify the
director. MGCL also permits a Maryland corporation to pay a
directors expenses in advance of the final disposition of
an action to which the director is a party upon receipt by the
corporation of (1) a written affirmation by the director of
the directors good faith belief that the director has met
the standard of conduct necessary for indemnification and
(2) a written undertaking by or on behalf of the director
to repay the amount advanced if it is ultimately determined that
the director did not meet the necessary standard of conduct.
Section 2-418
of the MGCL defines a director as any person who is or was a
director of a corporation and any person who, while a director
of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee
or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or
employee benefit plan.
Section 2-418(j)(2)
of MGCL also permits a Maryland corporation to indemnify and
advance expenses to its officers, employees and agents to the
extent that it may indemnify and advance expenses to its
directors.
Our bylaws obligate us, to the maximum extent permitted by MGCL,
to indemnify any of our present or former directors or officers
or those of our subsidiaries who (1) is made a party to a
proceeding by reason of such persons service in that
capacity or (2) while a director or officer and at our
request, serves or served another corporation, partnership,
joint venture, trust, employee benefit plan or any other
enterprise as a director, officer, partner or trustee from and
against any claim or liability to which that person may become
subject or which that person may incur by reason of such
persons services in such capacity and to pay or reimburse
that persons reasonable expenses in advance of final
disposition of a proceeding. This indemnity could apply to
liabilities under the Securities Act in certain circumstances.
Our bylaws also permit us, with the approval of our board of
directors, to indemnify and advance expenses to (1) a
person who served a predecessor in any of the capacities
described above or (2) any of our employees or agents, or
any employee or agent of a predecessor.
We also maintain indemnity insurance as permitted by
Section 2-418
of MGCL, pursuant to which our officers and directors are
indemnified or insured against liability or loss under certain
circumstances, which may include liability or related losses
under the Securities Act or the Exchange Act.
II-1
Delaware
BA International, L.L.C., Caribesock, Inc., Caribetex, Inc.,
CASA International, LLC, Ceibena Del, Inc., Hanes Menswear, LLC,
Hanes Puerto Rico, Inc., Hanesbrands Distribution, Inc., HBI
Branded Apparel Enterprises, LLC, HBI Branded Apparel Limited,
Inc., HbI International, LLC, HBI Sourcing, LLC, Inner Self,
LLC, Jasper-Costa Rica, L.L.C., National Textiles, L.L.C.,
Playtex Dorado, LLC, Playtex Industries, Inc., Seamless
Textiles, LLC, UPCR, Inc. and UPEL, Inc. are organized under the
laws of the State of Delaware.
Section 18-108
of the Delaware Limited Liability Company Act provides that a
limited liability company may, and shall have the power to,
indemnify and hold harmless any member or manager or other
person from and against any and all claims and demands
whatsoever.
Section 145 of the Delaware General Corporation Law, or the
DGCL, provides that a corporation may indemnify any person,
including an officer or director, who was or is, or is
threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such
person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including
attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of such corporation, and, with respect to any criminal
actions and proceedings, had no reasonable cause to believe that
his conduct was unlawful. A Delaware corporation may indemnify
any person, including an officer or director, who was or is, or
is threatened to be made, a party to any threatened, pending or
contemplated action or suit by or in the right of such
corporation, under the same conditions, except that such
indemnification is limited to expenses (including
attorneys fees) actually and reasonably incurred by such
person, and except that no indemnification is permitted without
judicial approval if such person is adjudged to be liable to
such corporation. Where an officer or director of a corporation
is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding referred to above, or any claim,
issue or matter therein, the corporation must indemnify that
person against the expenses (including attorneys fees)
which such officer or director actually and reasonably incurred
in connection therewith.
The Limited Liability Company Agreements of each of BA
International, L.L.C., CASA International, LLC, Hanes Menswear,
LLC, HBI Branded Apparel Enterprises, LLC, HbI International,
LLC, HBI Sourcing, LLC, Inner Self, LLC, National Textiles,
L.L.C., Playtex Dorado, LLC and Seamless Textiles, LLC provide,
to the fullest extent authorized by the Delaware Limited
Liability Company Act, for the indemnification of any manager,
officer, employee or agent of the companies from and against any
and all claims and demands arising by reason of the fact that
such person is, or was, a manager, officer, employee or agent of
the companies. The Limited Liability Company Agreement of
Jasper-Costa Rica, L.L.C. provides, to the fullest extent
authorized by the Delaware Limited Liability Company Act, for
the indemnification of the member.
The charter documents of each of Caribesock, Inc., Caribetex,
Inc., Ceibena Del, Inc., Hanesbrands Distribution, Inc., HBI
Branded Apparel Limited, Inc., Playtex Industries, Inc., UPCR,
Inc. and UPEL, Inc. provide for the indemnification of directors
and officers to the fullest extent authorized by the DGCL. The
charter documents of Hanes Puerto Rico, Inc. are silent as to
indemnification.
The bylaws of each of Caribesock, Inc., Caribetex, Inc., Ceibena
Del, Inc., Hanes Puerto Rico, Inc., Hanesbrands Distribution,
Inc., UPCR, Inc. and UPEL, Inc. provide, subject to certain
exceptions, for the indemnification of all current and former
directors, officers, employees or agents against expenses,
judgments, fines and amounts paid in connection with actions
(other than actions by or in the right of the corporation) taken
against such person by reason of the fact that he or she was a
director, officer, employee or agent of the corporation. The
bylaws of Playtex Industries, Inc. and HBI Branded Apparel
Limited, Inc. provide generally for the indemnification of
directors and officers to the fullest extent authorized by the
DGCL.
II-2
Colorado
Hanesbrands Direct, LLC is organized under the laws of the State
of Colorado.
Section 7-80-104(1)(k)
of the Colorado Limited Liability Company Act permits a company
to indemnify a member or manager or former member or manager of
the limited liability company as provided in
section 7-80-407.
Under
Section 7-80-407,
a limited liability company shall reimburse a member or manager
for payments made, and indemnify a member or manager for
liabilities incurred by the member or manager, in the ordinary
conduct of the business of the limited liability company or for
the preservation of its business or property if such payments
were made or liabilities incurred without violation of the
members or managers duties to the limited liability
company.
The Hanesbrands Direct, LLC Limited Liability Company Agreement
provides, to the fullest extent authorized by the Colorado
Limited Liability Company Act, for the indemnification of any
manager, director, officer, employee or agent of the company
from and against any and all claims and demands arising by
reason of the fact that such person is, or was, a manager,
director, officer, employee or agent of the company.
Notwithstanding the Limited Liability Company Agreement, the
company may not indemnify a director under the Colorado Limited
Liability Company Act: (a) in connection with a proceeding
by or in the right of the corporation in which the director was
adjudged liable to the corporation; or (b) in connection
with any other proceeding charging that the director derived an
improper personal benefit, whether or not involving action in an
official capacity, in which proceeding the director was adjudged
liable on the basis that the director derived an improper
personal benefit.
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Item 21.
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Exhibits
and Financial Statement Schedules
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(a) Exhibits
The documents listed in the Index to Exhibits are filed as part
of this Registration Statement.
(b) Financial Statement Schedule
The financial statement schedule listed in the Index to Combined
and Consolidated Financial Statements is filed as part of this
Registration Statement.
(a) Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information 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) (§ 230.424(b) of this chapter) 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; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
II-3
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, 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 (§230.424 of this chapter);
(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 the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(5) That, for purposes of determining liability under the
Securities Act of 1933 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.
(b) 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, each of the registrants
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 such 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, such 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.
(c) To respond to requests for information that is
incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one
business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(d) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, Hanesbrands
Inc. has duly caused this Amendment No. 1 to Registration
Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Winston-Salem, State of North Carolina on May 7, 2007.
HANESBRANDS INC.
Richard A. Noll
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:
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Signature
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Capacity
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Date
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/s/ Lee
A. Chaden
Lee
A. Chaden
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Executive Chairman and Director
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May 7, 2007
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/s/ Richard
A. Noll
Richard
A. Noll
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Chief Executive Officer and
Director
(principal executive officer)
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May 7, 2007
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/s/ E.
Lee Wyatt Jr.
E.
Lee Wyatt Jr.
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Executive Vice President,
Chief Financial Officer
(principal financial officer)
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May 7, 2007
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/s/ Dale
W. Boyles
Dale
W. Boyles
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Vice President, Chief
Accounting
Officer and Controller
(principal accounting officer)
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May 7, 2007
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Harry
A. Cockrell
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Director
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Charles
W. Coker
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Director
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Bobby
J. Griffin
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Director
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James
C. Johnson
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Director
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Jessica
T. Mathews
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Director
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J.
Patrick Mulcahy
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Director
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Alice
M. Peterson
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Director
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Andrew
J. Schindler
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Director
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*By: /s/ Joia
M. Johnson
Attorney-in-fact
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May 7, 2007
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II-5
SIGNATURES
Pursuant to the requirements of the Securities Act, BA
International, L.L.C. has duly caused this Amendment No. 1
to Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
BA INTERNATIONAL, L.L.C.
Joia M. Johnson
President
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:
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Signature
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Capacity
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Date
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/s/ Joia
M. Johnson
Joia
M. Johnson
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President and Manager
(principal executive officer)
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May 7, 2007
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/s/ Dale
W. Boyles
Dale
W. Boyles
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Vice President and Controller
(principal financial officer and
principal accounting officer)
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May 7, 2007
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/s/ Catherine
A. Meeker
Catherine
A. Meeker
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Manager
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May 7, 2007
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II-6
SIGNATURES
Pursuant to the requirements of the Securities Act, Caribesock,
Inc. has duly caused this Amendment No. 1 to Registration
Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Winston-Salem, State of North Carolina on May 7, 2007.
CARIBESOCK, INC.
Joia M. Johnson
President
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:
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Signature
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Capacity
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Date
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/s/ Joia
M. Johnson
Joia
M. Johnson
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President and Director
(principal executive officer)
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May 7, 2007
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/s/ Dale
W. Boyles
Dale
W. Boyles
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Vice President and Controller
(principal financial officer and
principal accounting officer)
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May 7, 2007
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/s/ Catherine
A. Meeker
Catherine
A. Meeker
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Director
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May 7, 2007
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II-7
SIGNATURES
Pursuant to the requirements of the Securities Act, Caribetex,
Inc. has duly caused this Amendment No. 1 to Registration
Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Winston-Salem, State of North Carolina on May 7, 2007.
CARIBETEX, INC.
Joia M. Johnson
President
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:
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Signature
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Capacity
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Date
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/s/ Joia
M. Johnson
Joia
M. Johnson
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President and Director
(principal executive officer)
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May 7, 2007
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/s/ Dale
W. Boyles
Dale
W. Boyles
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Vice President and Controller
(principal financial officer and
principal accounting officer)
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May 7, 2007
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/s/ Catherine
A. Meeker
Catherine
A. Meeker
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Director
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May 7, 2007
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II-8
SIGNATURES
Pursuant to the requirements of the Securities Act, CASA
International, LLC has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
CASA INTERNATIONAL, LLC
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Manager
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Manager
|
|
May 7, 2007
|
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act, Ceibena Del,
Inc. has duly caused this Amendment No. 1 to Registration
Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Winston-Salem, State of North Carolina on May 7, 2007.
CEIBENA DEL, INC.
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Director
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Director
|
|
May 7, 2007
|
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act, Hanes
Menswear, LLC has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
HANES MENSWEAR, LLC
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Manager
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Manager
|
|
May 7, 2007
|
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act, Hanes Puerto
Rico, Inc. has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
HANES PUERTO RICO, INC.
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Director
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Director
|
|
May 7, 2007
|
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act, Hanesbrands
Direct, LLC has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
HANESBRANDS DIRECT, LLC
Michael O. Ernst
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Michael
O. Ernst
Michael
O. Ernst
|
|
President
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
Manager
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Manager
|
|
May 7, 2007
|
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act, Hanesbrands
Distribution, Inc. has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
HANESBRANDS DISTRIBUTION, INC.
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Director
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Director
|
|
May 7, 2007
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act, HBI Branded
Apparel Enterprises, LLC has duly caused this Amendment
No. 1 to Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winston-Salem, State of North
Carolina on May 7, 2007.
HBI BRANDED APPAREL ENTERPRISES, LLC
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Manager
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Manager
|
|
May 7, 2007
|
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act, HBI Branded
Apparel Limited, Inc. has duly caused this Amendment No. 1
to Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
HBI BRANDED APPAREL LIMITED, INC.
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Director
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Director
|
|
May 7, 2007
|
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act, HbI
International, LLC has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
HBI INTERNATIONAL, LLC
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Manager
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Manager
|
|
May 7, 2007
|
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act, HBI
Sourcing, LLC has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
HBI SOURCING, LLC
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Joia
M. Johnson
Hanesbrands
Inc., as sole member of
HBI Sourcing, LLC
By: Joia M. Johnson,
Executive Vice President,
General Counsel
and Corporate Secretary
|
|
|
|
May 7, 2007
|
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act, Inner Self,
LLC has duly caused this Amendment No. 1 to Registration
Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Winston-Salem, State of North Carolina on May 7, 2007.
INNER SELF, LLC
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Manager
|
|
May 7, 2007
|
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act, Jasper-Costa
Rica, L.L.C. has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
JASPER-COSTA RICA, L.L.C.
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Industria
Textileras del Este, S. de R.L.,
as sole member
By: Catherine A. Meeker
Fourth Manager
|
|
|
|
May 7, 2007
|
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act, National
Textiles, L.L.C. has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
NATIONAL TEXTILES, L.L.C.
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Manager
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Manager
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Grady
L. Crosby
Grady
L. Crosby
|
|
Manager
|
|
May 7, 2007
|
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act, Playtex
Dorado, LLC has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
PLAYTEX DORADO, LLC
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Manager
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Manager
|
|
May 7, 2007
|
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act, Playtex
Industries, Inc. has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
PLAYTEX INDUSTRIES, INC.
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Director
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Director
|
|
May 7, 2007
|
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act, Seamless
Textiles, LLC has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina on May 7,
2007.
SEAMLESS TEXTILES, LLC
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Manager
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Manager
|
|
May 7, 2007
|
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act, UPCR, Inc.
has duly caused this Amendment No. 1 to Registration
Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Winston-Salem, State of North Carolina on May 7, 2007.
UPCR, INC.
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Director
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Director
|
|
May 7, 2007
|
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act, UPEL, Inc.
has duly caused this Amendment No. 1 to Registration
Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Winston-Salem, State of North Carolina on May 7, 2007.
UPEL, INC.
Joia M. Johnson
President
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
|
|
Capacity
|
|
Date
|
|
/s/ Joia
M. Johnson
Joia
M. Johnson
|
|
President and Director
(principal executive officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President and Controller
(principal financial officer and
principal accounting officer)
|
|
May 7, 2007
|
|
|
|
|
|
/s/ Catherine
A. Meeker
Catherine
A. Meeker
|
|
Director
|
|
May 7, 2007
|
II-26
INDEX TO
EXHIBITS
References in this Index to Exhibits to the
Registrant are to Hanesbrands Inc.
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.1
|
|
Articles of Amendment and
Restatement of Hanesbrands Inc. (incorporated by reference from
Exhibit 3.1 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
3
|
.2
|
|
Articles Supplementary (Junior
Participating Preferred Stock, Series A) (incorporated by
reference from Exhibit 3.2 to the Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
3
|
.3
|
|
Amended and Restated Bylaws of
Hanesbrands Inc. (incorporated by reference from
Exhibit 3.3 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
3
|
.4
|
|
Certificate of Formation of BA
International, L.L.C.**
|
|
3
|
.5
|
|
Limited Liability Company
Agreement of BA International, L.L.C.**
|
|
3
|
.6
|
|
Certificate of Incorporation of
Caribesock, Inc., together with Certificate of Change of
Location of Registered Office and Registered Agent.**
|
|
3
|
.7
|
|
Bylaws of Caribesock, Inc.**
|
|
3
|
.8
|
|
Certificate of Incorporation of
Caribetex, Inc., together with Certificate of Change of Location
of Registered Office and Registered Agent.**
|
|
3
|
.9
|
|
Bylaws of Caribetex, Inc.**
|
|
3
|
.10
|
|
Certificate of Formation of CASA
International, LLC.**
|
|
3
|
.11
|
|
Limited Liability Company
Agreement of CASA International, LLC.**
|
|
3
|
.12
|
|
Certificate of Incorporation of
Ceibena Del, Inc., together with Certificate of Change of
Location of Registered Office and Registered Agent.**
|
|
3
|
.13
|
|
Bylaws of Ceibena Del, Inc.**
|
|
3
|
.14
|
|
Certificate of Formation of Hanes
Menswear, LLC, together with Certificate of Conversion from a
Corporation to a Limited Liability Company Pursuant to Section
18-214 of the Limited Liability Company Act and Certificate of
Change of Location of Registered Office and Registered Agent.**
|
|
3
|
.15
|
|
Limited Liability Company
Agreement of Hanes Menswear, LLC.**
|
|
3
|
.16
|
|
Certificate of Incorporation of
HPR, Inc., together with Certificate of Merger of Hanes Puerto
Rico, Inc. into HPR, Inc. (now known as Hanes Puerto Rico,
Inc.).**
|
|
3
|
.17
|
|
Bylaws of Hanes Puerto Rico, Inc.**
|
|
3
|
.18
|
|
Articles of Organization of Sara
Lee Direct, LLC, together with Articles of Amendment reflecting
the change of the entitys name to Hanesbrands Direct,
LLC.**
|
|
3
|
.19
|
|
Limited Liability Company
Agreement of Sara Lee Direct, LLC (now known as Hanesbrands
Direct, LLC).**
|
|
3
|
.20
|
|
Certificate of Incorporation of
Sara Lee Distribution, Inc., together with Certificate of
Amendment of Certificate of Incorporation of Sara Lee
Distribution, Inc. reflecting the change of the entitys
name to Hanesbrands Distribution, Inc.**
|
|
3
|
.21
|
|
Bylaws of Sara Lee Distribution,
Inc. (now known as Hanesbrands Distribution, Inc.).**
|
|
3
|
.22
|
|
Certificate of Formation of HBI
Branded Apparel Enterprises, LLC.**
|
|
3
|
.23
|
|
Operating Agreement of HBI Branded
Apparel Enterprises, LLC.**
|
|
3
|
.24
|
|
Certificate of Incorporation of
HBI Branded Apparel Limited, Inc.**
|
|
3
|
.25
|
|
Bylaws of HBI Branded Apparel
Limited, Inc.**
|
|
3
|
.26
|
|
Certificate of Formation of HbI
International, LLC.**
|
|
3
|
.27
|
|
Limited Liability Company
Agreement of HbI International, LLC.**
|
|
3
|
.28
|
|
Certificate of Formation of SL
Sourcing, LLC, together with Certificate of Amendment to the
Certificate of Formation of SL Sourcing, LLC reflecting the
change of the entitys name to HBI Sourcing, LLC.**
|
II-27
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.29
|
|
Limited Liability Company
Agreement of SL Sourcing, LLC (now known as HBI Sourcing, LLC).**
|
|
3
|
.30
|
|
Certificate of Formation of Inner
Self, LLC.**
|
|
3
|
.31
|
|
Limited Liability Company
Agreement of Inner Self, LLC.**
|
|
3
|
.32
|
|
Certificate of Formation of
Jasper-Costa Rica, L.L.C.**
|
|
3
|
.33
|
|
Amended and Restated Limited
Liability Company Agreement of Jasper-Costa Rica, L.L.C.**
|
|
3
|
.34
|
|
Certificate of Formation of United
States Knitting, L.L.C., together with Certificate of Amendment
reflecting the change of the entitys name to National
Textiles, L.L.C. and subsequent Certificate of Amendment.**
|
|
3
|
.35
|
|
Amended and Restated Limited
Liability Company Agreement of National Textiles, L.L.C.
|
|
3
|
.36
|
|
Certificate of Formation of
Playtex Dorado, LLC, together with Certificate of Conversion
from a Corporation to a Limited Liability Company Pursuant to
Section 18-214 of the Limited Liability Company Act.**
|
|
3
|
.37
|
|
Amended and Restated Limited
Liability Company Agreement of Playtex Dorado, LLC.**
|
|
3
|
.38
|
|
Certificate of Incorporation of
Playtex Industries, Inc.**
|
|
3
|
.39
|
|
Bylaws of Playtex Industries,
Inc.**
|
|
3
|
.40
|
|
Certificate of Formation of
Seamless Textiles, LLC, together with Certificate of Conversion
from a Corporation to a Limited Liability Company Pursuant to
Section 18-214 of the Limited Liability Company Act.**
|
|
3
|
.41
|
|
Limited Liability Company
Agreement of Seamless Textiles, LLC.**
|
|
3
|
.42
|
|
Certificate of Incorporation of
UPCR, Inc., together with Certificate of Change of Location of
Registered Office and Registered Agent.**
|
|
3
|
.43
|
|
Bylaws of UPCR, Inc.**
|
|
3
|
.44
|
|
Certificate of Incorporation of
UPEL, Inc., together with Certificate of Change of Location of
Registered Office and Registered Agent.**
|
|
3
|
.45
|
|
Bylaws of UPEL, Inc.**
|
|
4
|
.1
|
|
Rights Agreement between
Hanesbrands Inc. and Computershare Trust Company, N.A., Rights
Agent. (incorporated by reference from Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
4
|
.2
|
|
Form of Rights Certificate
(incorporated by reference from Exhibit 4.2 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
4
|
.3
|
|
Placement Agreement, dated
December 11, 2006, among Hanesbrands Inc., certain
subsidiaries of Hanesbrands Inc., Morgan Stanley & Co.
Incorporated and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (incorporated by reference from Exhibit 4.2 to
the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
December 15, 2006).
|
|
4
|
.4
|
|
Indenture, dated as of
December 14, 2006, among Hanesbrands Inc., certain
subsidiaries of Hanesbrands Inc., and Branch Banking and Trust
Company, as Trustee (incorporated by reference from
Exhibit 4.2 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
December 20, 2006).
|
|
4
|
.5
|
|
Registration Rights Agreement with
respect to Floating Rate Senior Notes due 2014, dated as of
December 14, 2006, among Hanesbrands Inc., certain
subsidiaries of Hanesbrands Inc., and Morgan Stanley &
Co. Incorporated, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, ABN AMRO Incorporated, Barclays Capital
Inc., Citigroup Global Markets Inc., and HSBC Securities (USA)
Inc. (incorporated by reference from Exhibit 4.2 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
December 20, 2006).
|
|
5
|
.1
|
|
Opinion of Kirkland & Ellis
LLP regarding the validity of certain securities offered hereby.
|
|
5
|
.2
|
|
Opinion of Hogan & Hartson
LLP regarding the validity of certain securities offered hereby.
|
|
10
|
.1
|
|
Hanesbrands Inc. Omnibus Incentive
Plan of 2006 (incorporated by reference from Exhibit 10.1
to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
II-28
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.2
|
|
Form of Stock Option Grant Notice
and Agreement under the Hanesbrands Inc. Omnibus Incentive Plan
of 2006 (incorporated by reference from Exhibit 10.3 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.3
|
|
Form of Restricted Stock Unit
Grant Notice and Agreement under the Hanesbrands Inc. Omnibus
Incentive Plan of 2006. (incorporated by reference from
Exhibit 10.4 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.4
|
|
Form of Non-Employee Director
Restricted Stock Unit Grant Notice and Agreement under the
Hanesbrands Inc. Omnibus Incentive Plan of 2006 (incorporated by
reference from Exhibit 10.2 to the Registrants
Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.5
|
|
Form of Non-Employee Director
Stock Option Grant Notice and Agreement under the Hanesbrands
Inc. Omnibus Incentive Plan of 2006 (incorporated by reference
from Exhibit 10.5 to the Registrants Transition
Report on Form 10-K filed with the Securities and Exchange
Commission on February 22, 2007).*
|
|
10
|
.6
|
|
Hanesbrands Inc. Retirement
Savings Plan (incorporated by reference from Exhibit 10.5
to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.7
|
|
Hanesbrands Inc. Supplemental
Employee Retirement Plan (incorporated by reference from
Exhibit 10.6 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.8
|
|
Hanesbrands Inc. Performance-Based
Annual Incentive Plan (incorporated by reference from
Exhibit 10.7 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.9
|
|
Hanesbrands Inc. Executive
Deferred Compensation Plan (incorporated by reference from
Exhibit 10.8 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.10
|
|
Hanesbrands Inc. Executive Life
Insurance Plan (incorporated by reference from Exhibit 10.9
to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.11
|
|
Hanesbrands Inc. Executive
Long-Term Disability Plan (incorporated by reference from
Exhibit 10.10 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.12
|
|
Hanesbrands Inc. Employee Stock
Purchase Plan of 2006 (incorporated by reference from
Exhibit 10.11 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.13
|
|
Hanesbrands Inc. Non-Employee
Director Deferred Compensation Plan (incorporated by reference
from Exhibit 10.12 to the Registrants Current Report
on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.14
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Richard A. Noll (incorporated by reference from
Exhibit 10.13 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.15
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Joan P. McReynolds (incorporated by reference from
Exhibit 10.14 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.16
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Kevin D. Hall (incorporated by reference from
Exhibit 10.15 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.17
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Michael Flatow (incorporated by reference from
Exhibit 10.16 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
II-29
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.18
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Gerald W. Evans Jr. (incorporated by reference from
Exhibit 10.17 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.19
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and E. Lee Wyatt Jr. (incorporated by reference from
Exhibit 10.18 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
10
|
.20
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Lee A. Chaden (incorporated by reference from
Exhibit 10.19 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.21
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Kevin W. Oliver (incorporated by reference from
Exhibit 10.20 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.22
|
|
Severance/Change in Control
Agreement dated March 5, 2007 between the Registrant and
Joia M. Johnson.*, **
|
|
10
|
.23
|
|
Master Separation Agreement dated
August 31, 2006 between the Registrant and Sara Lee
Corporation (incorporated by reference from Exhibit 10.21
to the Registrants Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.24
|
|
Tax Sharing Agreement dated
August 31, 2006 between the Registrant and Sara Lee
Corporation (incorporated by reference from Exhibit 10.22
to the Registrants Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.25
|
|
Employee Matters Agreement dated
August 31, 2006 between the Registrant and Sara Lee
Corporation (incorporated by reference from Exhibit 10.23
to the Registrants Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.26
|
|
Master Transition Services
Agreement dated August 31, 2006 between the Registrant and
Sara Lee Corporation (incorporated by reference from
Exhibit 10.24 to the Registrants Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.27
|
|
Real Estate Matters Agreement
between the Registrant and Sara Lee Corporation (incorporated by
reference from Exhibit 10.25 to the Registrants
Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.28
|
|
Indemnification and Insurance
Matters Agreement dated August 31, 2006 between the
Registrant and Sara Lee Corporation (incorporated by reference
from Exhibit 10.26 to the Registrants Annual Report
on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.29
|
|
Intellectual Property Matters
Agreement dated August 31, 2006 between the Registrant and
Sara Lee Corporation (incorporated by reference from
Exhibit 10.27 to the Registrants Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.30
|
|
First Lien Credit Agreement dated
September 5, 2006 (the Senior Secured Credit
Facility) between the Registrant and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley
Senior Funding, Inc., as co-syndication agents and the joint
lead arrangers and joint bookrunners, Citicorp USA, Inc. as
administrative agent and Citibank, N.A. as collateral agent
(incorporated by reference from Exhibit 10.28 to the
Registrants Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.31
|
|
First Amendment dated
February 22, 2007 among Hanesbrands Inc. and the Lenders
(as that term is defined in the Senior Secured Credit Facility)
to the Senior Secured Credit Facility (incorporated by reference
from Exhibit 10.1 to the Registrants Current Report
on Form 8-K filed with the Securities and Exchange
Commission on February 28, 2007).
|
|
10
|
.32
|
|
Second Lien Credit Agreement dated
September 5, 2006 between HBI Branded Apparel Limited,
Inc., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley Senior Funding, Inc., as
co-syndication agents and the joint lead arrangers and joint
bookrunners, Citicorp USA, Inc. as administrative agent and
Citibank, N.A. as collateral agent (incorporated by reference
from Exhibit 10.29 to the Registrants Annual Report
on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
II-30
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.33
|
|
Bridge Loan Agreement dated
September 5, 2006 between the Registrant, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley Senior Funding, Inc., as co-syndication agents and the
joint lead arrangers and joint bookrunners and Morgan Stanley
Senior Funding, Inc. as administrative agent (incorporated by
reference from Exhibit 10.30 to the Registrants
Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
12
|
.1
|
|
Ratio of Earnings to Fixed
Charges.**
|
|
21
|
.1
|
|
Subsidiaries of the Registrant.**
|
|
23
|
.1
|
|
Consent of PricewaterhouseCoopers
LLP.**
|
|
23
|
.2
|
|
Consent of Kirkland &
Ellis LLP (included in Exhibit 5.1).
|
|
23
|
.3
|
|
Consent of Hogan & Hartson
LLP (included in Exhibit 5.2).
|
|
24
|
.1
|
|
Powers of Attorney (included on
the signature pages hereto).**
|
|
25
|
.1
|
|
Statement of eligibility of
trustee on
Form T-1
of Branch Banking & Trust Company, as trustee.**
|
|
99
|
.1
|
|
Form of Letter of Transmittal.**
|
|
99
|
.2
|
|
Form of Tender Instructions.**
|
|
99
|
.3
|
|
Form of Notice of Guaranteed
Delivery.**
|
|
|
|
* |
|
Agreement relates to executive compensation. |
|
|
|
|
|
Portions of this exhibit were redacted pursuant to confidential
treatment request filed with the Secretary of the Securities and
Exchange Commission pursuant to Rule 406 under the
Securities Act of 1933, as amended. |
II-31