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): May 24, 2004
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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, Building 10
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 May 24, 2004, Hanover Direct, Inc. (the "Company") received a letter
dated May 21, 2004 (the "Letter") from the American Stock Exchange (the
"Exchange") advising that a review of the Company's Form 10-K for the period
ended December 27, 2003 indicates that the Company does not meet certain of the
Exchange's continued listing standards as set forth in Part 10 of the Exchange's
Company Guide (the "Company Guide"). Specifically, the Company is not in
compliance with Section 1003(a)(i) of the Company Guide with shareholders'
equity of less than $2,000,000 and losses from continuing operations and/or net
losses in two out of its three most recent fiscal years; Section 1003(a)(ii) of
the Company Guide with shareholders' equity of less than $4,000,000 and losses
from continuing operations and/or net losses in three out of its four most
recent fiscal years; and Section 1003(a)(iii) of the Company Guide with
shareholders' equity of less than $6,000,000 and losses from continuing
operations and/or net losses in its five most recent fiscal years.
The Exchange has requested that the Company contact the Exchange by
June 4, 2004 to confirm receipt of the Letter, discus any possible financial
data of which the Exchange's staff may be unaware, and indicate whether or not
the Company intends to submit a plan of compliance. In order to maintain its
listing on the Exchange, the Company must submit a plan to the Exchange by June
22, 2004, advising the Exchange of action it has taken, or will take, that would
bring it into compliance with the continued listing standards of the Exchange by
November 24, 2005 (18 months of receipt of the Letter).
The management of the Exchange's Listings Qualifications Department
will evaluate the plan, including any supporting documentation, and make a
determination as to whether the Company has made a reasonable demonstration in
the plan of an ability to regain compliance with the continued listing standards
within 18 months, in which case the plan will be accepted by the Exchange. If
the plan is accepted by the Exchange, the Company may be able to continue its
listing during the plan period of 18 months, during which time it will be
subject to periodic review to determine whether it is making progress consistent
with the plan. If the Company is not in compliance with the continued listing
standards at the conclusion of the 18-month plan period, or does not make
progress consistent with the plan during the 18-month plan period, the
Exchange's staff will initiate delisting proceedings as appropriate. If the
Company does not submit a plan, or submits a plan that is not accepted, the
Company may be subject to delisting proceedings. The Company may appeal a staff
determination to initiate delisting proceedings.
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)
May 24, 2004 By: /s/ Charles E. Blue
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Name: Charles E. Blue
Title: Senior Vice President and
Chief Financial Officer