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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002
COMMISSION FILE NUMBER 1-12082
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HANOVER DIRECT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
115 RIVER ROAD, BUILDING 10, EDGEWATER, NEW JERSEY
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
13-0853260
(IRS EMPLOYER IDENTIFICATION NO.)
07020
(ZIP CODE)
(201) 863-7300
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<Table>
<Caption>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK, $.66 2/3 PAR VALUE AMERICAN STOCK EXCHANGE
</Table>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]
As of June 28, 2002, the last business day of the registrant's most
recently completed second fiscal quarter, the aggregate market value of the
voting and non-voting common equity held by non-affiliates of the registrant was
$17,443,928 (based on the closing price of the Common Stock on the American
Stock Exchange on June 28, 2002 of $0.25 per share; shares of Common Stock owned
by directors and officers of the Company are excluded from this calculation;
such exclusion does not represent a conclusion by the Company that all of such
directors and officers are affiliates of the Company).
As of March 20, 2003, the registrant had 138,315,800 shares of Common Stock
outstanding (excluding treasury shares).
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DOCUMENTS INCORPORATED BY REFERENCE
The Company's definitive proxy statement to be filed by the Company
pursuant to Regulation 14A is incorporated into items 11, 12 and 13 of Part III
of this Form 10-K.
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EXPLANATORY NOTE
This Amendment No. 2 on Form 10-K/A amends Exhibit 23.1 of Item 15 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2002
filed with the Securities and Exchange Commission on March 25, 2003, which was
previously amended by Amendment No. 1 on Form 10-K/A filed with the Securities
and Exchange Commission effective April 12, 2004.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 26, 2004 HANOVER DIRECT, INC.
(Registrant)
By: /s/ THOMAS C. SHULL
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Thomas C. Shull,
Chairman of the Board,
President and Chief Executive
Officer (On behalf of the registrant
and as principal executive officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 2 to the report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated and on the date
indicated below.
Principal Officers:
<Table>
/s/ CHARLES E. BLUE
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Charles E. Blue,
Senior Vice President and
Chief Financial Officer
(principal financial officer)
/s/ WILLIAM C. KINGSFORD
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William C. Kingsford,
Vice President and
Corporate Controller
(principal accounting officer)
</Table>
Board of Directors:
<Table>
/s/ THOMAS C. SHULL
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Thomas C. Shull, Director
/s/ ROBERT H. MASSON
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Robert H. Masson, Director
/s/ BASIL P. REGAN
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Basil P. Regan, Director
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William Wachtel, Director
/s/ A. DAVID BROWN
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A. David Brown, Director
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Donald Hecht, Director
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Stuart Feldman, Director
/s/ WAYNE P. GARTEN
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Wayne P. Garten, Director
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Paul S. Goodman, Director
</Table>
Date: April 26, 2004
EXHIBIT INDEX
EXHIBIT NUMBER ITEM 601 DESCRIPTION OF DOCUMENT AND INCORPORATION BY REFERENCE
OF REGULATION S-K WHERE APPLICABLE
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23.1 Consent of Independent Public Accountants. FILED HEREWITH.
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