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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HANOVER DIRECT, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-0853260
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
1500 HARBOR BOULEVARD
WEEHAWKEN, NEW JERSEY 07087
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION AGREEMENT WITH RALPH DESTINO
STOCK OPTION AGREEMENT WITH ELIZABETH VALK LONG
STOCK OPTION AGREEMENT WITH ROBERT F. WRIGHT
(Full Title of the Plan)
MONTE E. WETZLER, ESQ.
BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP
CITYPLACE 1
185 ASYLUM STREET
HARTFORD, CONNECTICUT 01603
(860) 275-6400
(Name and Address of Agent For Service)
Telephone Number, Including Area Code, of Agent For Service
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
COMMON STOCK, $.66 2/3 15,000 $2.53 $37,950 $10.55
PAR VALUE
(1) THE PRICE IS ESTIMATED PURSUANT TO RULE 457(h) OF THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE AND IS THE PRODUCT RESULTING FROM MULTIPLYING 15,000,
THE NUMBER OF ADDITIONAL SHARES REGISTERED BY THIS REGISTRATION
STATEMENT AS TO WHICH OPTIONS HAVE BEEN GRANTED UNDER THE STOCK OPTION
AGREEMENT WITH RALPH DESTINO, THE STOCK OPTION AGREEMENT WITH ELIZABETH
VALK LONG AND THE STOCK OPTION AGREEMENT WITH ROBERT F. WRIGHT, BY
$2.53, THE AVERAGE OF THE HIGH AND LOW PRICES OF HANOVER DIRECT, INC.
COMMON STOCK AS REPORTED ON THE AMERICAN STOCK EXCHANGE ON MAY 28,
1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to individuals who participate in our stock
Option Agreement with Ralph Destino, our Stock Option Agreement with Elizabeth
Valk Long and our Stock Option Agreement with Robert F. Wright. Such information
is not being filed with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Hanover Direct, Inc. (the "Company")
are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended December 26, 1998.
(ii) The Company's Amendment to the Annual Report on Form
10-K/A for the fiscal year ended December 26, 1998.
{iii) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 27, 1999.
(iv) The description of the Company's common stock
contained in the latest prospectus filed pursuant to
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Rule 424(b) under the Act that contains audited
financial statements for the Company's latest fiscal
year for which such statements have been filed.
(v) The Company's Proxy Statement dated April 16, 1999.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Incorporated by reference to the description of the Common Stock of the
Company contained in the 424(b) Prospectus described above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares being offered hereby and certain other legal
matters in connection with the offering of such securities will be passed upon
for the Company by Brown Raysman Millstein Felder & Steiner LLP, securities
counsel to the Company.
Monte E. Wetzler, a partner in Brown Raysman Millstein Felder & Steiner
LLP, the Company's counsel, is the Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except as prohibited by Section 145 of the Delaware General Corporation
Law, every director and officer of the Company shall be entitled as a matter of
right to be indemnified by the Company against reasonable expenses and any
liability paid or incurred by such person in connection with any actual or
threatened claim, action, suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the Company or
otherwise, in which he or she may be involved, as a party or otherwise, by
reason of such person being or having been a director or officer of the Company
or by reason of the fact that such person is or was serving at the request of
the Company as a director, officer, employee, fiduciary or other representative
of the Company or another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim, action, suit or proceeding
hereinafter being referred to as an "action"); provided, however, that no such
right of indemnification shall exist with respect to an action brought by a
director or officer against the Company other than in a suit for indemnification
as provided hereunder. Such indemnification shall include the right to have
expenses incurred by such person in connection with an action paid in advance by
the Company prior
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to final disposition of such action, subject to such conditions as may be
prescribed by law. As used herein, "expense" shall include, among other things,
fees and expenses of counsel selected by such person, and "liability" shall
include amounts of judgments, excise taxes, fines and penalties, and amounts
paid in settlement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Stock Option Agreement, dated February 9, 1996, between the
Company and Ralph Destino
4.2 Stock Option Agreement, dated February 9, 1996, between the
Company and Elizabeth Valk Long
4.3 Stock Option Agreement, dated February 9, 1996, between the
Company and Robert F. Wright
5 Opinion of Brown Raysman Millstein Felder & Steiner LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Brown Raysman Millstein Felder & Steiner LLP
(included in Exhibit 5)
24 Power of Attorney (included in signature page)
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or together, represent a
fundamental change in the information in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with
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the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event a claim for
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indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person of the registrant in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Weehawken, New Jersey on the 4th day of June, 1999.
HANOVER DIRECT, INC.
By: /s/ Ralph Bulle
______________________________
Name: Ralph Bulle
Title: Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Larry Svoboda and Ralph Bulle, or either
of them, the undersigned's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
/s/ Alan G. Quasha Chairman of the Board, Director June 4, 1999
- ------------------------
Alan G. Quasha
/s/ Rakesh K. Kaul President, Chief Executive Officer, June 4, 1999
- ------------------------ and Director
Rakesh K. Kaul
/s/ Larry J. Svoboda Chief Financial Officer June 4, 1999
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Larry J. Svoboda
/s/ Ralph Destino Director June 4, 1999
- ------------------------
Ralph Destino
- ------------------------ Director June --, 1999
J. David Hakman
/s/ June R. Klein Director June 4, 1999
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June R. Klein
/s/ Kenneth Krushel Director June 4, 1999
- ------------------------
Kenneth Krushel
- ------------------------ Director June --, 1999
Theodore H. Kruttschnitt
- ------------------------ Director June --, 1999
Shailesh J. Mehta
- ------------------------ Director June --, 1999
Jan P. du Plessis
- ----------------------- Director June --, 1999
Howard M.S. Tanner
/s/ Robert F. Wright Director June 4, 1999
- ------------------------
Robert F. Wright
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Stock Option Agreement, dated February 9, 1996, between the Company
and Ralph Destino
4.2 Stock Option Agreement, dated February 9, 1996, between the Company
and Elizabeth Valk Long
4.3 Stock Option Agreement, dated February 9, 1996, between the Company
and Robert F. Wright
5 Opinion of Brown Raysman Millstein Felder & Steiner LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Brown Raysman Millstein Felder & Steiner LLP (included in
Exhibit 5)
24 Power of Attorney (included in signature page)
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