SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 17, 2003
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Hanover Direct, Inc.
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(Exact Name of Registrant as Specified in Charter)
1-12082
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(Commission File Number)
Delaware 13-0853260
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
115 River Road
Edgewater, New Jersey 07020
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (201) 863-7300
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On July 17, 2003, Hanover Direct, Inc., a Delaware corporation (the
"Company"), increased the size of its Board of Directors from five to seven
members and elected Jeffrey A. Sonnenfeld and A. David Brown as members of the
newly-expanded Board of Directors, subject to the fulfillment of certain
conditions precedent which were fulfilled on July 29, 2003. As a result of this
action, the Committees of the Board were reconstituted as follows: The members
of the Audit Committee are Robert H. Masson (Chairman), E. Pendleton James and
Kenneth J. Krushel. The members of the Compensation Committee are Jeffrey A.
Sonnenfeld (Chairman), A. David Brown and Robert H. Masson. The members of the
Nominating Committee are E. Pendleton James (Chairman), A. David Brown and
Jeffrey A. Sonnenfeld. The members of the Transactions Committee are Kenneth J.
Krushel (Chairman), A. David Brown, E. Pendleton James, Robert H. Masson and
Jeffrey A. Sonnenfeld.
On July 23, 2003, the Company increased the size of its Executive Committee
from three to five members, subject to the fulfillment of certain conditions
precedent which were fulfilled on July 29, 2003, and reconstituted the Executive
Committee to include Thomas C. Shull, the Chairman of the Board, President and
Chief Executive Officer of the Company, Robert H. Masson, the Chairman of the
Company's Audit Committee, Kenneth J. Krushel, the Chairman of the Company's
Transactions and Executive Committees, Basil P. Regan, and Jeffrey A.
Sonnenfeld, the Chairman of the Company's Compensation Committee.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits:
99.1 Press Release, dated July 29, 2003, Announcing that Jeffrey A. Sonnenfeld
and A. David Brown Join Expanded Board of Directors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HANOVER DIRECT, INC.
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(Registrant)
July 29, 2003 By: /s/ Brian C. Harriss
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Name: Brian C. Harriss
Title: Executive Vice President,
Human Resources & Legal