SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Delta Apparel, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
247368 10 3
(CUSIP Number)
E. Erwin Maddrey, II 233 N. Main Street, Suite 200, Greenville, SC 29601
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 21, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 247368 10 3 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
E. Erwin Maddrey, II
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
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7 SOLE VOTING POWER
781,902
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 781,902
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
781,902
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
a. Title and class of equity securities:
Common Stock
b. Name and address of principal executive offices of Issuer:
Delta Apparel, Inc.
2750 Premiere Parkway
Suite 100
Duluth, GA 30097
Item 2. Identity and Background
a. Name of filing person:
E. Erwin Maddrey, II
b. Business Address:
233 N. Main Street, Suite 200, Greenville, SC 29601
c. Principal occupation:
Mr. Maddrey is currently the President of Maddrey & Associates,
which provides consulting services. He also serves as a director of Delta
Apparel, Kemet Corporation, Blue Cross Blue Shield of South Carolina, and Delta
Woodside Industries, Inc.
d. During the last five years, Mr. Maddrey has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
e. During the last five years, Mr. Maddrey has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in a final judgment, final decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
f. Citizenship:
United States of America
Item 3. Source and Amount of Funds or Other Consideration
Not applicable
Item 4. Purpose of Transaction
Mr. Maddrey disposed of 84,522 shares of the Common Stock through
transactions on June 21, 2007 pursuant to a plan established according to
Rule10b5-1.
Mr. Maddrey holds his Shares primarily for investment and has no plan or
proposal (other than a plan established according to Rule 10b5-1) which would
relate to or result in:
a. The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
d. Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of
the Issuer;
f. Any other material change in the Issuer's business or corporate
structure;
g. Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of these enumerated above.
Item 5. Interest in Securities of the Issuer
a. Aggregate number and percentage of class of securities beneficially
owned by the filing person:
Number of Shares Percentage
---------------- ----------
781,902 9.1%
Mr. Maddrey owns 781,902 shares of Issuer Common Stock directly.
This excludes 172,588 shares of Issuer Common Stock held by the E.
Erwin and Nancy B. Maddrey, II Foundation, a charitable trust, as to
which shares Mr. Maddrey holds sole voting and investment power, but
disclaims beneficial ownership.
b. Number of Shares as to which there is:
(i) Sole power to vote or to direct the vote:
781,902
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or direct the disposition:
781,902
(iv) Shared power to dispose or direct the disposition:
0
c. Description of any transactions in the class of securities reported on
that were effected during the past sixty days or since the most recent filing of
Schedule 13D, whichever is less, by the person named in response to paragraph
(a):
Pursuant to the terms of his plan established according to
Rule10b5-1, Mr. Maddrey has disposed of Issuer Common Stock in the last 60 days
as follows:
--------------------------------------------
Date Number of Price Per
Shares Sold Share
--------------------------------------------
6/21/2007 84,500 $18.00
--------------------------------------------
d. Statement regarding the right of any other person known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities.
Not applicable.
e. Statement regarding the date on which the reporting person ceased to be
the beneficial owner of more than five percent of the class of securities:
Not applicable.
Item 6.
Contracts, Arrangements, Understandings, or Relationships with Respect to
Securities of Issuer:
Mr. Maddrey has established a plan pursuant to the requirements of
Rule10b5-1with UBS Financial Services, Inc.
Item 7.
Material to be Filed as Exhibits:
UBS Financial Services, Inc. Rule 10b5-1 Trading Plan (Stock Only) entered
into on May 18, 2007.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 9, 2007
/s/ E. Erwin Maddrey, II
------------------------
E. Erwin Maddrey, II
[LOGO] UBS
Rule 10b5-1 Trading Plan
E. Erwin Maddrey II ("Seller") adopts this Trading Plan dated May 18, 2007 (the
"Trading Plan") with respect to the "Stock"(defined below) with UBS Financial
Services Inc. for the purpose of establishing a trading plan that complies with
Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Seller and UBS Financial Services Inc. agree as follows:
1. Specific Plan of Sale. UBS Financial Services Inc., acting as agent,
agrees to effect sales of Stock on behalf of Seller in accordance with the
specific instructions set forth in Exhibit A (the "Sales Instructions").
The term "Stock" means the common stock, par value $0.01 per share, of
Delta Apparel Inc. ("Issuer") (symbol: DLA), including Stock that Seller
has the right to acquire under the outstanding stock options issued by
Issuer listed on Exhibit D (the "Options"), and includes any class or
series of common stock of Issuer into which the Stock is converted whether
pursuant to a reclassification, reorganization, reincorporation or similar
event.
2. Fees/Commissions. Seller shall pay UBS Financial Services Inc. $0.06 cents
per share of Stock sold; with such amounts to be deducted by UBS Financial
Services Inc. from the proceeds of sales under this Trading Plan.
3. Seller's Representations and Warranties. Seller represents and warrants
that:
(a) Seller is not aware, as of the date hereof, of any material
nonpublic information concerning Issuer or any securities of Issuer;
(b) Seller is entering into this Trading Plan in good faith and not as
part of a plan or scheme to evade the prohibitions of Rule 10b5-1;
(c) Seller has informed Issuer of this Trading Plan and has furnished
Issuer with a copy, and Seller has determined that this Trading Plan
is consistent with Issuer's insider trading policy;
(d) Seller has disclosed to UBS Financial Services Inc. any agreements
that Seller is currently party to, or within the past 60 days, has
been party to, with another broker, dealer or financial institution
(each, a "Financial Institution") entered into for the purpose of
establishing a trading plan that complies with Rule 10b5-1,
including that certain Rule 10b5-1 Trading Plan dated as of October
1, 2006 with Wachovia Securities, LLC, as terminated by Wachovia
Securities, LLC by written notice on March 5, 2007;
(e) Seller is not subject to any legal, regulatory or contractual
restriction or undertaking that would prevent UBS Financial Services
Inc. from conducting sales in accordance with this Trading Plan;
(f) the Stock to be sold under this Trading Plan is owned free and clear
by Seller and is not subject to any liens, security interests or
other encumbrances or limitations on dispositions, other than those
imposed by Rule 144 or Rule 145, if applicable;
(C) UBS Financial Services Inc. 2001-2004
(g) Seller has had an opportunity to consult with Seller's own advisors
as to the legal, tax, financial and other aspects of this Trading
Plan, including this Trading Plan's compliance with Rule 10b5-1 and
applicable state law. Seller has not received or relied on any
representations from UBS Financial Services Inc. concerning this
Trading Plan's compliance with Rule 10b5-1.
4. Agreements by Seller. Seller acknowledges and agrees to the following
provisions:
(a) Brokerage Account. Seller shall open a sole-purpose UBS Financial
Services Inc. brokerage account prior to the execution of sales
under this Trading Plan in the name of and for the benefit of Seller
(the "Plan Account").
(b) Delivery of Stock. Seller shall deliver all shares of Stock to be
sold pursuant to this Trading Plan into the Plan Account prior to
the commencement of any sales under this Trading Plan.
(c) Hedging Transactions. While this Trading Plan is in effect, Seller
shall comply with the prohibition set forth in Rule
10b5-1(c)(1)(i)(C) against entering into or altering a corresponding
or hedging transaction or position with respect to the Stock.
(d) Notice to UBS Financial Services Inc. Seller shall notify UBS
Financial Services Inc. to terminate or suspend sales, as
appropriate, as soon as practicable upon Seller's obtaining
knowledge of the occurrence of any of the events contemplated in
paragraph 7(a) or (b) or paragraph 8(c).
(e) Communications. Seller shall not, directly or indirectly,
communicate any material nonpublic information relating to the Stock
or Issuer to any employee of the UBS Financial Services Inc. 10b5-1
Group or any UBS Financial Services Inc. Financial Advisor.
(f) Compliance with Applicable Laws and Required Exchange Act Filings.
Seller shall comply with all applicable laws, rules and regulations,
and Seller shall make all filings required under Sections 13 and 16
of the Exchange Act in a timely manner.
(g) No Influence. Seller does not have, and shall not attempt to
exercise, any influence over how, when or whether to effect sales of
Stock pursuant to this Trading Plan.
(h) Stock Non-Marginable. The Stock is not marginable and may not be
used by Seller as collateral for any purpose.
(i) Execution, Average Pricing and Pro Rata Allocation of Sales. UBS
Financial Services Inc. may sell Stock on any national securities
exchange, in the over-the-counter market, on an automated trading
system or otherwise. UBS Financial Services Inc. or one of its
affiliates may make a market in the Stock and may act as principal
in executing sales under the Trading Plan. To the extent that UBS
Financial Services Inc. administers other trading plans relating to
Issuer's securities, UBS Financial Services Inc. may aggregate
orders for Seller with orders under other sellers' trading plans for
execution in a block and allocate each execution on a pro rata basis
to each seller. In the event of partial execution of
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block orders, UBS Financial Services Inc. shall allocate the
proceeds of all Stock actually sold on a particular day pursuant to
all Rule 10b5-1 trading plans concerning Issuer's securities that
UBS Financial Services Inc. manages pro rata based on the ratio of
(x) the number of shares to be sold pursuant to the order
instructions of each Trading Plan to (y) the total number of shares
to be sold under all Trading Plans having the same type of order
instructions.
(j) Exclusivity. Until this Trading Plan has been terminated, Seller
shall not enter into any agreement with, give any instructions to,
or adopt a plan for trading with another Financial Institution with
respect to purchase or sale of the Stock or the Options for the
purpose of establishing a trading plan that complies with Rule
10b5-1.
(k) Acknowledgment of Relief from Obligation to Effect Sales. UBS
Financial Services Inc. shall be relieved of its obligation to sell
Stock as otherwise required by paragraph 1 above at any time when:
(i) UBS Financial Services Inc. has determined that (A) it is
prohibited from doing so by a legal, contractual or regulatory
restriction applicable to it or its affiliates or to Seller or
Seller's affiliates; or (B) a material adverse change in the
financial markets, in the market activity in the Stock or in
the internal systems of UBS Financial Services Inc. or one of
its affiliates, an outbreak or escalation of hostilities or
other crisis or calamity has occurred (in each case, the
effect of which is such as to make it, in the sole judgment of
UBS Financial Services Inc., impracticable for UBS Financial
Services Inc. to sell Stock); or (C) a trading suspension with
respect to the Stock by the Securities and Exchange Commission
or the Principal U.S. Market (defined in Exhibit A) or a
delisting of the Stock or a banking moratorium has occurred;
if UBS Financial Services Inc. cannot effect a sale for any of
such reasons, UBS Financial Services Inc. shall effect such
sale as promptly as practical after the cessation or
termination of such cause, subject to the restrictions set
forth in paragraph 1 of Exhibit A;
(ii) This Trading Plan is suspended in accordance with paragraph 7
below;
(iii) This Trading Plan is terminated in accordance with paragraph 8
below;
5. Rule 144 and Rule 145. With respect to sales of Stock subject to Rule 144
or Rule 145, Seller and UBS Financial Services Inc. agree to comply with
the following provisions:
(a) Agreements by Seller Regarding Rule 144 and Rule 145.
(i) Seller agrees not to take, and agrees to cause any person or
entity with which Seller would be required to aggregate sales
of Stock pursuant to Rule 144(a)(2) or (e) not to take, any
action that would cause the sales hereunder not to meet all
applicable requirements of Rule 144 or Rule 145.
(ii) Seller agrees to complete, execute and deliver to UBS
Financial Services Inc. Forms 144 for sales to be effected
under the Trading Plan at such times and in such numbers as
UBS Financial Services Inc. shall reasonably request. Seller
hereby grants UBS Financial Services Inc. a
3
power of attorney to complete and file on behalf of Seller any
required Forms 144. The remarks section of each Form 144 filed
shall include a statement to the effect that the shares
covered by the Form 144 are being sold pursuant to a Rule
10b5-1 trading plan dated as of the date hereof, and the
representation regarding the seller's knowledge of material
nonpublic information speaks as of that plan adoption date.
(iii) Seller agrees to complete, execute and deliver to UBS
Financial Services Inc. Rule 144 Seller's Representation
Letters (in the form attached as Exhibit C) for sales to be
effected under the Trading Plan at such times and in such
numbers as UBS Financial Services Inc. shall reasonably
request.
(b) Agreements by UBS Financial Services Inc. Regarding Rule 144 and Rule 145.
(i) UBS Financial Services Inc. agrees to conduct all sales pursuant to
the Trading Plan in accordance with the manner of sale requirement
of Rule 144. UBS Financial Services Inc. shall not effect any sales
that will exceed the then-applicable volume limitation under Rule
144, taking into consideration only sales pursuant to this Trading
Plan and any other sales transacted on behalf of Seller by UBS
Financial Services Inc.
(ii) UBS Financial Services Inc. agrees to file such Forms 144 on behalf
of Seller with respect to sale under this Trading Plan as required
by applicable law. UBS Financial Services Inc. shall make one Form
144 filing at the beginning of each three-month period, commencing
upon the first Sale Day under the Trading Plan.
(iii) UBS Financial Services Inc. agrees to submit such Rule 144 Seller's
Representation Letters furnished by Seller pursuant to paragraph
5(a)(iii) on behalf of Seller as required by Issuer's transfer
agent.
6. Options. Intentionally Omitted
7. Suspension. Sales under this Trading Plan shall be suspended as follows:
(a) Promptly after the date on which UBS Financial Services Inc.
receives notice from Seller or Issuer of legal, contractual or
regulatory restrictions applicable to Seller or Seller's affiliates
that would prevent UBS Financial Services Inc. from selling Stock
under this Trading Plan (such notice merely stating that there is a
restriction applicable to Seller without specifying the reasons for
the restriction), including a restriction based on Seller's
awareness of material nonpublic information in connection with a
tender offer for Issuer's securities (transactions on the basis of
which Rule 14e-3 of the Exchange Act could be violated).
(b) In the event of a Qualifying Securities Offering, promptly after the
date on which UBS Financial Services Inc. receives notice from
Issuer or Seller of the Suspension Date until UBS Financial Services
Inc. receives notice from Issuer or Seller of the Resumption Date;
provided, however, that (i) Seller certifies that Seller has no
control over the Suspension Date or the Resumption Date, and (ii) if
Seller is unable to make such certification then this paragraph
shall result in a termination of the Trading Plan, rather than
suspension.
4
"Qualifying Securities Offering" means any offering of securities of
Issuer for cash in which the lead underwriter, lead manager, initial
purchaser, placement agent or other entity performing a similar
function (each, an "Underwriter") requires Seller to agree to
restrict Seller's ability to effect Sales pursuant to this Trading
Plan.
"Suspension Date" means the date on which a preliminary prospectus,
offering memorandum, offering circular or other disclosure document
(each, a "Preliminary Offering Document") is first used to market
securities of Issuer by the Underwriter, or if a Preliminary
Offering Document is not used, the date on which the underwriting
agreement, purchase agreement, placement agent agreement or similar
agreement (each, an "Underwriting Agreement") is entered into by the
Underwriter and Issuer.
"Resumption Date" means the day immediately following the expiration
of the time period during which Seller was restricted from effecting
Sales pursuant to this Trading Plan in accordance with the
Underwriting Agreement.
(c) In the event that the UBS Financial Services Inc. 10b5-1 Group
becomes aware of material nonpublic information concerning Issuer or
the Stock, UBS Financial Services Inc. may be required by applicable
law or, in its sole discretion, find it advisable, to suspend sales
under this Trading Plan. In such case, UBS Financial Services Inc.
shall promptly notify Seller of the suspension of sales under this
Trading Plan.
8. Termination. This Trading Plan will terminate on the earliest to occur of
the following (the "Plan Sales Period"):
(a) at the close of trading on May 31, 2008;
(b) within one business day after the date on which UBS Financial
Services Inc. receives notice from Seller of the termination of this
Trading Plan;
(c) upon the reasonable determination by UBS Financial Services Inc., or
promptly after the reasonable determination by Seller and notice to
UBS Financial Services Inc., that this Trading Plan does not comply
with Rule 10b5-1;
(d) promptly after the date UBS Financial Services Inc. is notified of
the death of Seller;
(e) immediately in the event that Seller fails to deliver any Stock
pursuant to paragraph 4(b) or fails to satisfy the delivery
requirements with respect to Options set forth in Exhibit D; or
(f) the date that the aggregate number of shares of Stock sold pursuant
to this Trading Plan reaches 316,750 shares.
9. Indemnification; Limitation of Liability.
(a) Indemnification.
(i) Seller agrees to indemnify and hold harmless UBS Financial
Services Inc. and its directors, officers, employees and
affiliates from and against all
5
claims, losses, damages and liabilities (including, without
limitation, any reasonable legal or other expenses reasonably
incurred in connection with defending or investigating any
such action or claim) (collectively, "Losses") arising out of
or attributable to (A) UBS Financial Services Inc.'s actions
taken or not taken in compliance with this Trading Plan, (B)
any breach by Seller of this Trading Plan (including Seller's
representations and warranties hereunder), or (C) any
violation by Seller of applicable laws or regulations. This
indemnification shall survive termination of this Trading
Plan.
(ii) UBS Financial Services Inc. agrees to indemnify and hold
harmless Seller from and against all Losses arising out of or
attributable to the gross negligence or willful misconduct of
UBS Financial Services Inc. in connection with this Trading
Plan.
(b) Limitation of Liability.
(i) Notwithstanding any other provision hereof, UBS Financial Services
Inc. shall not be liable to Seller, and Seller shall not be liable
to UBS Financial Services Inc., for: (A) special, indirect,
punitive, exemplary or consequential damages, or incidental losses
or damages of any kind, even if advised of the possibility of such
losses or damages or if such losses or damages could have been
reasonably foreseen; or (B) any failure to perform or to cease
performance or any delay in performance that results from a cause or
circumstance that is beyond its reasonable control, including, but
not limited to, failure of electronic or mechanical equipment,
strikes, failure of common carrier or utility systems, severe
weather, market disruptions or other causes commonly known as "acts
of God".
(ii) Notwithstanding any other provision hereof, UBS Financial Services
Inc. shall not be liable to Seller for (A) the exercise of
discretionary authority or discretionary control under this Trading
Plan, if any, or (B) any failure to effect a sale required by
paragraph 1, except for failures to effect sales as a result of the
gross negligence or willful misconduct of UBS Financial Services
Inc.
10. Agreement to Arbitrate. Any dispute between Seller and UBS Financial
Services Inc. arising out of, relating to or in connection with this
Trading Plan or any transaction relating to this Trading Plan shall be
determined only by arbitration as provided in the UBS Financial Services
Inc. brokerage account agreement referred to in paragraph 4(a).
11. Notices.
(a) All notices to UBS Financial Services Inc. under this Trading Plan
shall be provided in writing to the Executive Services Group of UBS
Financial Services Inc. by facsimile at fax number 615-332-6809.
(b) All notices to Seller under this Trading Plan shall be given to E.
Erwin Maddrey II by telephone at telephone number 864-232-8301 or by
certified mail to the address below:
233 North Main St., Suite 200
Greenville, SC 29601
6
(c) Seller hereby instructs and authorizes UBS Financial Services Inc.
to send duplicate copies of all confirmations of trades made under
this Trading Plan to the Issuer at the following address:
Sam Watson
Delta Apparel Inc.
2750 Premiere Parkway Suite 100
Duluth, GA 30097
(d) UBS Financial Services Inc. will provide notification of all sales
of Stock and exercise of Options under this Trading Plan to Seller
and to Issuer by e-mail at the below addresses by 6 p.m. (ET) on the
date of execution on a best efforts basis, with a final report by 12
p.m. (ET) on the following business day. Seller and Issuer agree to
notify UBS Financial Services Inc. in writing of any changes to the
contact information provided.
emaddrey@aol.com
mlux@wyche.com
dlinhares@wyche.com
sam.watson@deltaapparel
deb.merrill@deltaapparel
salle.conlin@ubs.com
12. Amendments and Modifications. This Trading Plan and the Exhibits hereto
may be amended by Seller only upon the written consent of UBS Financial
Services Inc. and receipt by UBS Financial Services Inc. of the following
documents, each dated as of the date of such amendment:
(a) a certificate signed by Seller, certifying that the representations
and warranties of Seller contained in this Trading Plan are true at
and as of the date of such certificate as if made at and as of such
date; and
(b) an issuer certificate completed by Issuer substantially in the form
of Exhibit B.
13. Inconsistency with Law. If any provision of this Trading Plan is or
becomes inconsistent with any applicable present or future law, rule or
regulation, that provision will be deemed modified or, if necessary,
rescinded in order to comply with the relevant law, rule or regulation.
All other provisions of this Trading Plan will continue and remain in full
force and effect.
14. Governing Law. This Trading Plan shall be governed by and construed in
accordance with the internal laws of the State of New York.
15. Entire Agreement. This Trading Plan, including Exhibits, and the brokerage
account agreement referred to in paragraph 4(a) above, constitute the
entire agreement between the parties with respect to this Trading Plan and
supercede any prior agreements or understandings with regard to this
Trading Plan.
16. Counterparts. This Trading Plan may be signed in any number of
counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
7
NOTICE: THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN PARAGRAPH 10.
IN WITNESS WHEREOF, the undersigned have signed this Trading Plan as of the date
first written above.
/s/ E. ERWIN MADDREY II 5/18/07
--------------------------- -------
Name: E. Erwin Maddrey II Date
Title: Director, Chairman
UBS FINANCIAL SERVICES INC.
/s/ Doug Jones 5/24/07
--------------------------- -------
Name: Doug Jones Date
Title: Director
/s/ Andrew Neal 5/25/07
--------------------------- -------
Name: Andrew Neal Date
Title: Associate Director
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[LOGO] UBS
EXHIBIT A
This Exhibit A may not be amended except in accordance with the Trading Plan.
SPECIFIC INSTRUCTIONS
1. UBS Financial Services Inc. shall enter a sell order for the specified
Sale Amount (as defined below) for the account of Seller on each specified
Sale Day (as defined below) at the specified Sale Price (as defined
below), subject to the following restrictions:
In no event shall UBS Financial Services Inc. sell any shares of
Stock pursuant to the Trading Plan prior to 6/01/2007 (Must be at
least two weeks from the signature date of the Plan).
2. A "Sale Day" shall be any day during the Plan Sales Period that the limit
price specified below is met provided, however, that if any Sale Day is
not a Trading Day, such Sale Day shall be deemed to fall on the next
succeeding Trading Day within the Plan Sales Period.
3. The "Sale Amount" and the "Sale Price" for any Sale Day shall be as
follows:
(a) On the first Trading Day available for this plan, using shares
currently owned place a limit order to sell 316,750 shares at
a price of $18.00 or better.
Note: If the market price is higher than the limit price provided
above at the time the order is placed, the Sale Amount for each Sale
Day specified above shall be sold over the course of the entire
trading day on a Best Efforts/Not Held basis.
4. The limit order(s) entered pursuant to this Trading Plan will be entered
as a GTC order (good until cancelled), provided, however, that no GTC
orders will last beyond the termination date of the Plan at which time any
GTC order that has not been filled will be canceled.
5. If UBS Financial Services Inc. cannot sell the Sale Amount on any Sale
Day, then, subject to the restrictions in paragraphs 1 and 4 above, UBS
Financial Services Inc. may sell the amount of such shortfall as soon as,
and to the extent practicable on the immediately succeeding Trading Day.
In the event all or part of such shortfall cannot be sold on the
immediately succeeding Trading Day, the remaining amount of such shortfall
may be sold on each succeeding Trading Day until the shortfall has been
sold. The number of shares of Stock to be sold in connection with any such
shortfall shall be accumulated and added to Sale Amount, if any, that is
scheduled to be sold pursuant to this Trading Plan on any such Trading
Day. If any such shortfall exists after the close of trading on the last
Trading Day of the Plan Sales Period, UBS Financial Services Inc.'s
authority to sell such shares for the account of Seller under the Trading
Plan shall terminate.
6. The Sale Amount and the Sale Price shall be adjusted automatically on a
proportionate basis to take into account any stock split, reverse stock
split or stock dividend with respect to the Stock or any change in
capitalization with respect to Issuer that occurs while the Trading Plan
is in effect.
7. A "Trading Day" is any day during the Plan Sales Period that the AMEX (the
"Principal U.S. Market") is open for business and the Stock trades regular
way on the Principal U.S. market; provided, however, that a "Trading Day"
shall mean only that day's regular trading session of the Principal U.S.
Market and shall not include any extended-hours or after-hours trading
sessions that the Principal U.S. Market may allow.
/s/ E. Erwin Maddrey II 5/18/2007
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Name: E. Erwin Maddrey II Date
Title: Director, Chairman
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EXHIBIT B
ISSUER CERTIFICATE
1. Delta Apparel Inc. ("Issuer") certifies that it has approved and retained
a copy of the Trading Plan dated May 18, 2007 the ("Trading Plan") between
E. Erwin Maddrey II ("Seller") and UBS Financial Services Inc. relating to
the common stock of Issuer (the "Stock").
2. The Trading Plan is consistent with Issuer's insider trading policies,
and, to the best of Issuer's knowledge, there are no legal, contractual or
regulatory restrictions applicable to Seller or Seller's affiliates as of
the date of this representation that would prohibit Seller from either
entering into the Trading Plan or selling Stock pursuant to the Trading
Plan.
3. During the Plan Sales Period, Issuer agrees to provide notice as soon as
practicable to UBS Financial Services Inc. in the event that the Trading
Plan becomes inconsistent with Issuer's insider trading policies, or
Issuer becomes aware of legal, contractual or regulatory restrictions
applicable to Seller or Seller's affiliates that would prohibit any sale
pursuant to the Trading Plan (such notice merely stating that there is a
restriction applicable to Seller without specifying the reasons for such
restriction). In any event, Issuer shall not communicate any material
nonpublic information about Issuer or its securities to UBS Financial
Services Inc. with respect to the Trading Plan.
Such notice shall be provided by facsimile to the Executive Services Group
of UBS Financial Services Inc. by facsimile at fax number 615-332-6809 and
shall indicate the anticipated duration of the restriction but shall not
include any other information about the nature of the restriction or its
applicability to Seller. Any such notice is provided under the express
condition that UBS Financial Services Inc. shall (i) maintain such
information in confidence, (ii) share it only with those persons who
reasonably need to know the information in the execution and
administration of the Trading Plan, and (iii) use any information
concerning or contained in such notice (including existence of the notice)
for no purpose other than the execution and administration of the Trading
Plan; provided, however, nothing in this paragraph shall prohibit UBS
Financial Services Inc. or its attorney from responding to any inquiry the
Securities and Exchange Commission, NASD, NYSE or any other
self-regulatory organization, any State securities regulator, or any other
governmental authority regarding such notice or its underlying facts and
circumstances.
4. To avoid delays in connection with transfers of stock certificates and
settlement of transactions under the Trading Plan, and in acknowledgment
of UBS Financial Services Inc.'s agreement in the Trading Plan that sales
of Stock under the Trading Plan will be effected in compliance with Rule
144, Issuer agrees that it will, immediately upon Seller's directing
delivery of Stock into an account at UBS Financial Services Inc. in the
name of and for the benefit of Seller, instruct its transfer agent to
process the transfer of shares and issue a new certificate to Seller's
transferee or nominee that does not bear any legend or statement
restricting its transferability to a buyer.
5. Intentionally Omitted
/s/ Sam Watson 5/18/07
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Name: Sam Watson Date
Title:
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EXHIBIT C
This Exhibit C may not be amended except in accordance with the Trading Plan
RULE 144 LETTER
UBS Financial Services Inc. Delta Apparel
Attn: Executive Services Group 2750 Premiere Parkway, Suite 100
3325 Perimeter Hill Drive Duluth, GA 30097
Nashville, TN 37211
Ladies and Gentlemen:
In conjunction with my order to sell shares of common stock, par value $0.01per
share, of Delta Apparel Inc. ("Issuer") ("the Stock"), through you as broker or
dealer for my account pursuant to the Rule 10b5-1 Trading Plan dated May 18,
2007 (the "Trading Plan"), under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), I advise you as follows:
1. From the effective date of the Trading Plan until the end of the Plan
Sales Period, I intend to sell Stock pursuant to Rule 10b5-1. I intend for
UBS Financial Services Inc. to adhere to the Trading Plan without
alteration or modification during the above-stated period.
2. I am an affiliate of the Issuer.
3. The number of shares of Stock, which I have ordered you to sell as broker
or dealer for my account, will conform to the Sales Instructions in
Exhibit A of the Trading Plan.
4. I have verified that Issuer has been subject to the Securities and
Exchange Commission (the "SEC") information reporting requirements
pursuant to the Exchange Act for at least the preceding 90 days and has
filed all required periodic reports during the 12 months preceding the
first sale (other than Form 8-K reports) or during any shorter period that
the SEC may require. As of the date of the Trading Plan, I did not know of
any material nonpublic information concerning Issuer.
5. If the securities being sold are "restricted securities" as defined in
paragraph (a)(3) of Rule 144, I confirm that I have been the beneficial
owner for a period of at least one year as provided in paragraph (d) of
Rule 144.
6. a) I have not solicited or arranged for the solicitation of any orders to
buy in anticipation or in connection with my proposed sales.
b) I have made no payments to any other person in connection with your
execution of my order.
c) I have not agreed to act in concert with any other person in connection
with my proposed sales.
7. It is my bona fide intention to sell the Stock as expressly prescribed in
the Trading Plan pursuant to the Plan.
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8. I understand that the payment of the proceeds of the sales will be delayed
until the shares of Stock are transferred and delivered free of
restrictions to UBS Financial Services Inc..
9. All capitalized terms used in this Rule 144 Letter shall have the meanings
ascribed to them in the Trading Plan.
The undersigned agrees to notify UBS Financial Services Inc. immediately if any
of the above representations become inaccurate before the sales are completed.
Very truly yours,
/s/ E. Erwin Maddrey II E. Erwin Maddrey II
--------------------------- --------------------
Signature of the Seller Print Name
233 North Main St., Suite 200, Greenville, SC 29601 5/18/2007
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Seller's Address Date
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EXHIBIT D
STOCK OPTION PROVISIONS
This Exhibit D may not be amended except in accordance with the Trading Plan.
Intentionally Omitted
D-1
EXHIBIT E
EMPLOYEE STOCK OPTION EXERCISE NOTICE
Intentionally Omitted
E-1