As filed with the Securities and Exchange Commission on August 4, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
INNOVO GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2928178
(State of other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
27 North Main Street
Springfield, Tennessee 37172
(615) 384-0100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Stock Purchase Right Award
(Full Title of the Plan)
Patricia Anderson-Lasko
INNOVO GROUP INC.
27 North Main Street
Springfield, Tennessee 37172
(615) 384-0100
(Address, including zip code, and telephone number, including area code,
of agent for service)
Calculation of Registration Fee
Proposed
Maximum
Title of each class Aggregate
of securities to be Amount to be Offering Amount of Registration
registered registered Price Fee
___________________ ____________ _________ ______________________
Common Stock, par value
$.01 per share 4,000,000 (1) $1,125,000 (2) $387.93
(1) Represents shares of common stock to be offered to the Company's chief
executive officer under the Stock Purchase Right Award ("the Award").
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, computed on the
basis of $.28125 per share, representing the price at which the securities may
be purchased under the Award. The average of the closing bid and asked prices
as reported on the NASDAQ on August 1, 1997 was $.53125.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information
This registration statement (the "Registration Statement") relates
to the offer and issuance of shares of the common stock, $.01 par value
per share (the "Common Stock"), of Innovo Group Inc. (the "Company") to
Patricia Anderson-Lasko pursuant to the terms of the Company's Stock
Purchase Right Award ("the Award"). Pursuant to the terms of the Award,
Ms. Anderson-Lasko, who is the Company's chairman, president and chief
executive officer, has been granted the right to purchase up to 4 million
shares of Common Stock at a per share price of $.28125 per share. The
Award is exercisable from April 30, 1997 until April 30, 2002, provided
that at the time of any exercise Ms. Anderson-Lasko is still employed by
the Company. Under the terms of the Award Ms. Anderson-Lasko may pay for
any shares purchased by the delivery of (i) cash or (ii) a non-recourse
promissory note ("a Note"), bearing no interest, due April 30, 2002. A
Note, if delivered, would be collateralized by the shares purchased
therewith, which shares would be forfeited to the extent the Note is not
paid on or before maturity, and would be payable (including prepayable)
in whole or in part, by delivery to the Company of (i) cash, or (ii)
other shares of the Common Stock that Ms. Anderson-Lasko has owned for a
period of at least six months, which shares would be credited against a
Note on the basis of the closing bid price for the Company's Common Stock
on the date of delivery. The Award is fully vested and is exercisable
until April 30, 2002 so long as Ms. Anderson-Lasko remains employed by
the Company. The termination of Ms. Anderson-Lasko's employment would
not affect her rights to any shares already purchased pursuant to the
Award, including the right to vote and receive dividends or distributions
with respect to those shares, including any shares collateralizing any
unpaid Note, except that any dividends or distributions made with respect
to shares collateralizing any unpaid Note will be held in the escrow to
be established for such shares and not until such time, if any, as such
Note is paid.
The foregoing information relating to the provisions of the Award is
intended to provide a summary thereof and does not purport to be a
complete description of the Award. The summary should be read in
conjunction with the Award, which has been filed as exhibit 10.1 hereto
and is incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Information
Ms. Anderson-Lasko has been provided with copies of the documents
incorporated herein by reference in Part II, Item 3, and has been advised
by the Company in writing that such documents will continue to be
available to her, without charge, upon her request to the Company's
offices at 27 North Main Street, Springfield, Tennessee 37172, telephone
615-384-0100.
Item 3. Incorporation of Documents by Reference
The following documents or portions thereof filed by the Company
with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year ended
November 30, 1997;
(ii) The Company's Current Report on Form 8-K dated March 14, 1997;
(iii)The Company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997;
(iv) The Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1997; and
(v) The description of the Company's Common Stock which is
contained in the Company's registration statement filed under
Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13 (c), 14 and 15(d) of the Exchange Act
after the date hereof, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated
into this Registration Statement by reference shall be deemed to be a
part hereof from the date of filing such document with the Commission
until the information contained therein is superseded or updated by any
subsequently filed document which is incorporated by reference into this
Registration Statement.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Under Section 145 of the
Delaware General Corporation Law, a corporation may indemnify any of its
directors and officers against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or
proceeding (i) if any such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and (ii) in connection with any criminal action or
proceeding if such person had no reasonable cause to believe such conduct
was unlawful. In actions brought by or in the right of the corporation,
however, Section 145 provides that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the
performance of such persons's duty to the corporation unless, and only to
the extent that, the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper. Article Nine of the Company's
Amended and Restated Certificate of Incorporation requires that the
Company indemnify its directors and officers for certain liabilities
incurred in the performance of their duties on behalf of the Company to
the fullest extent allowed by Delaware law.
The Company's Amended and Restated Certificate of Incorporation
relieves its directors from personal liability to the Company or to
stockholders for breach of any such director's fiduciary duty as a
director to the fullest extent permitted by the Delaware General
Corporation Law. Under Section 102(b)(7) of the Delaware General
Corporation Law, a corporation may relieve its directors from personal
liability to such corporation or its stockholders for monetary damages
for any breach of their fiduciary duty as directors except (i) for a
breach of the duty of loyalty, (ii) for failure to act in good faith,
(iii) for intentional misconduct or knowing violation of law, (iv) for
willful or negligent violations of certain provisions of the Delaware
General Corporation Law imposing certain requirements with respect to
stock repurchases, redemptions and dividends, or (v) for any transaction
from which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("the Securities Act") may be permitted to
directors, officers or controlling persons of the Company pursuant to the
foregoing provisions, the Company has been informed that, in the opinion
of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exhibits
Exhibit
Number Description Reference No.
_______ ___________ _____________
4.1 Specimen Stock Certificate (incorporated by reference 4.1 (3)
to Amendment No. 4 to Registration Statement on Form
S-18 (No. 33-25912-NY) of Elorac Corporation filed
November 12, 1993)
4.2 Stock Purchase Right Award dated April 14, 1997
5 Opinion of Nelson, Mullins, Riley & Scarborough, L.L.P.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Nelson, Mullins, Riley & Scarborough, L.L.P.
(included in Exhibit 5 to this Registration Statement)
Item 8. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference into this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer,
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Springfield, Tennessee, on
August 4, 1997.
INNOVO GROUP INC.
By:/s/ Patricia Anderson-Lasko
___________________________
Patricia Anderson-Lasko
Chairman of the Board, President and
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.
Signature Title Date
_______________________________________________________________________
[S] [S] [S]
/s/Patricia Anderson-Lasko Chairman of the Board, August 4, 1997
___________________________ President, Chief Executive
Patricia Anderson-Lasko Officer and Director
(Principal Executive Officer)
/s/Terrance J. Bond Controller (Chief August 4, 1997
___________________________ Accounting Officer)
Terrance Bond
/s/Scott Parliament Director and Chief August 4, 1997
___________________________ Operating Officer
Scott Parliament
/s/ Eleanor V. Schwartz Director August 4, 1997
___________________________
Eleanor V. Schwartz
/s/ Alexander K. Miller Director August 4, 1997
___________________________
Alexander K. Miller
/s/ Marvin N. Williamson Director August 4, 1997
___________________________
Marvin N. Williamson