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): SEPTEMBER 29, 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.
By letter dated September 2, 2003, Hanover Direct, Inc. (the "Company")
advised Chelsey Direct, LLC ("Chelsey") that a Voting Trigger (as defined in the
Certificate of Designations, Powers, Preferences and Rights (the "Certificate of
Designations") of the Series B Participating Preferred Stock (the "Series B
Preferred Stock") of the Company had occurred due to the failure by the Company
to redeem any shares of Series B Preferred Stock on or prior to August 31, 2003.
As a result, the holder or holders of the Series B Preferred Stock had the
exclusive right, voting separately as a class and by taking such actions as are
set forth in Section 7(b) of the Certificate of Designations, to elect two
directors of the Company (the "Director Right"). On September 16, 2003, Chelsey
exercised the Director Right and elected Martin L. Edelman and Wayne P. Garten
to the Company's Board of Directors. Messrs. Edelman and Garten returned certain
related paperwork to the Company on September 29, 2003, upon which they
effectively joined the Board.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
99.1 Press Release, dated October 1, 2003, Announcing the Addition of
Martin L. Edelman and Wayne P. Garten to Hanover Direct's 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)
October 1, 2003 By: /s/ Brian C. Harriss
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Name: Brian C. Harriss
Title: Executive Vice President
Human Resources & Legal