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): JUNE 17, 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 June 17, 2004, Hanover Direct, Inc. (the "Company") issued a press
release announcing that it has received a commitment letter from its controlling
shareholder, Chelsey Direct, LLC, for a junior secured loan of $20,000,000 and
reached an agreement in principle with its senior secured lender, Congress
Financial Corporation, to amend the existing senior credit facility. Separately,
the Company announced that it has notified the American Stock Exchange (the
"Exchange") that it intends to submit a plan to the Exchange by June 22, 2004 to
address the letter it received from the Exchange notifying the Company that a
review of the Company's Form 10-K for the period ended December 27, 2003
indicated that the Company does not meet certain of the Exchange's continuing
listing standards as set forth in Part 10 of the Exchange's Company Guide.
Further, the Company announced that it tentatively intends to hold its 2004
Annual Meeting of Shareholders on Thursday, July 29, 2004 at 9:30 a.m. at the
Sheraton Suites on the Hudson, 500 Harbor Boulevard, Weehawken, New Jersey. A
copy of the Press Release is attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Press Release, dated June 17, 2004.
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)
June 17, 2004 By: /s/ Charles E. Blue
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Name: Charles E. Blue
Title: Senior Vice President and
Chief Financial Officer