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 30, 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 July 31, 2004, Mr. Basil P. Regan resigned as a member of the Board of
Directors of Hanover Direct, Inc. (the "Company"). Mr. Regan continues to have
the right which is required to be exercised as promptly as practicable to
appoint a designee to the Company's Board of Directors until November 30, 2005
pursuant to the Corporate Governance Agreement dated as of November 30, 2003
among the Company, Chelsey Direct, LLC, Stuart Feldman, Regan Partners L.P.,
Regan International Fund Limited and Basil P. Regan so long as the Regan group
collectively owns at least 29,128,762 shares of Common Stock of the Company (as
adjusted for stock splits and the like).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit 20.1 Press Release dated August 3, 2004 in regard to the
resignation of Mr. Basil P. Regan as a member of the Company'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)
August 3, 2004 By: /s/ Charles E. Blue
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Name: Charles E. Blue
Title: Senior Vice President and
Chief Financial Officer