Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYMS CORP
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of
Incorporation or Organization)
22-2465228
(I.R.S. Employer Identification No.)
Syms Way
Secaucus, New Jersey 07094
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Incentive Stock Option and Appreciation Plan
(Full Title of the Plan)
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Marcy Syms Merns, President
Syms Corp
Syms Way
Secaucus, New Jersey 07094
(Name and Address of Agent for Service)
(201) 902-9600
(Telephone Number, Including Area Code,
of Agent for Service)
__________________________________
Copies to:
Michael N. Rosen, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
__________________________________
Approximate date of commencement of proposed sale to the public:
Immedaitely upon the filing of this Registration Statement
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Proposed
Maximum Proposed
Title of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered Share(1) Price(1) Fee
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Common Stock,
par value
$.05 500,000(2) $4.13 $2,065,000 $545.16
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act based on
the average high and low market prices of the Common Stock of the
Company as reported on the New York Stock Exchange on August 18, 2000
($4.13 per share).
(2) Represents the increase in the total number of shares reserved for
issuance under the Registrant's Amended and Restated Incentive Stock
Option and Appreciation Plan (the "Plan"). An aggregate of 1,000,000
shares has been previously registered under a Post-Effective Amendment
Number 1 to Form S-8 (Reg. No. 2-85554). This Registration Statement
also covers such an indeterminate number of additional shares as may be
issued pursuant to the antidilution provisions of the Plan.
Page 1
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 500,000 shares of Common
Stock, par value $.05 per share, of the Registrant reserved for issuance
under the Registrant's Amended and Restated Incentive Stock Option and
Appreciation Plan. This increase was approved by a majority vote of the
Board of Directors of the Registrant in November, 1999, and approved by a
majority vote of the stockholders in July, 2000. Pursuant to Instruction E,
the contents of the Registrant's Registration Statement on Form S-8, File No.
2-85554, including without limitation periodic reports that the Registrant
filed, or will file, after such Form S-8 to maintain current information
about the Registrant, are hereby incorporated by reference into this
Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
5.1 Opinion of Wolff & Samson, P.A., counsel to the Company, as to
certain legal matters in connection with the shares of Common Stock
being registered.
23.1 Consent of Wolff & Samson, P.A. (included as part of Exhibit 5.1).
23.2 Independent Auditors' Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page of this Registration
Statement).
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Secaucus, State of New Jersey, on
the 22nd day of August, 2000.
SYMS CORP.
By:/s/ Sy Syms
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Sy Syms
Chairman of the Board
Page 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Sy Syms and Marcy Syms
Merns, and each and any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Sy Syms Chairman of the Board August 22, 2000
- -------------------- and Director
Sy Syms
/s/ Marcy Syms Merns President, Chief Executive August 22, 2000
- -------------------- Officer, and Director
Marcy Syms Merns
/s/ Antone Moreira Vice President, Chief Financial August 22, 2000
- -------------------- Officer, and Director
Antone Moreira
/s/ Harvey Weinberg Director August 22, 2000
- --------------------
Harvey Weinberg
/s/ David Messer Director August 22, 2000
- --------------------
David Messer
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EXHIBIT INDEX
Exhibit No. Document
5.1 Opinion of Wolff & Samson, P.A., counsel to the Company,
as to certain legal matters in connection with the shares
of Common Stock being registered.
23.1 Consent of Wolff & Samson, P.A. (included as part of
Exhibit 5.1).
23.2 Independent Auditors' Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page of this
Registration Statement).
Page 5