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As filed with the Securities and Exchange Commission on November 23, 1999
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HANOVER DIRECT, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-0853260
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(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
1500 HARBOR BOULEVARD
WEEHAWKEN, NEW JERSEY 07087
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(Address of Principal Executive Offices ) (Zip Code)
1999 STOCK OPTION PLAN FOR DIRECTORS
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(Full Title of the Plan)
SARAH HEWITT, ESQ.
BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP
120 WEST 45TH STREET
NEW YORK, NEW YORK 10036
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(Name and Address of Agent For Service)
(212) 944-1515
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Telephone Number, Including Area Code, of Agent for Service
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CALCULATION OF REGISTRATION FEE
================================================================================
Title Of Securities Proposed Proposed Proposed Amount Of
To Be Registered Maximum Amount Maximum Maximum Registration Fee
To Be Registered Offering Price Per Aggregate
Share (1) Offering Price (1)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, 700,000 $3.34375 $2,340,625 $650.69
$.66 2/3 Par Value
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(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 700,000, the number of additional shares registered by
this registration statement as to which options may be granted under
the 1999 Stock Option Plan for Directors, by $3.34375, the average
of the high and low prices of Hanover Direct, Inc. Common Stock as
reported on the American Stock Exchange on November 22, 1999.
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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 are eligible to
participate in our 1999 Stock Option Plan for Directors. Such information is not
being filled 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/A1 for the fiscal year ended December 26, 1998.
(iii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 27, 1999, June 27, 1999 and
September 25, 1999.
(iv) The description of the Company's common stock contained
in the latest prospectus filed pursuant to 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, which prospectus is dated
July 19, 1996 (Registration No. 333-2743).
(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 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 SECURITITES
Incorporated by reference to the description of the Common Stock of
the Company contained in the 424(b) Prospectus described in Item 3(iv) 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.
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Monte E. Wetzler, a retired partner, and Sarah Hewitt, a partner, in
Brown Raysman Millstein Felder & Steiner LLP, the Company's counsel, are the
Secretary and Assistant Secretary of the Company, respectively.
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 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 1999 Stock Option Plan for Directors, dated as of August
5, 1999
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
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or high end of the estimated
maximum offering range may be
reflected in the form of
prospectus filed with 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.
(c) 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 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.
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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 23rd day of November, 1999.
HANOVER DIRECT, INC.
By: /s/ Rakesh K. Kaul
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Name: Rakesh K. Kaul
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Brian C. Harriss 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 indicated on the 23rd day of November, 1999:
SIGNATURE TITLE
/s/ Alan G. Quasha
- -------------------------------------- Chairman of the Board, Director
Alan G. Quasha
/s/ Rakesh K. Kaul
- -------------------------------------- President, Chief Executive Officer and Director
Rakesh K. Kaul
/s/ Brian C. Harriss
- -------------------------------------- Senior Vice President and
Brian C. Harriss Chief Financial Officer
/s/ Ralph Destino
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Ralph Destino Director
/s/ J. David Hakman
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J. David Hakman Director
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/s/ June R. Klein
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June R. Klein Director
/s/ Kenneth Krushel
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Kenneth Krushel Director
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Theodore H. Kruttschnitt Director
/s/ Shailesh J. Mehta
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Shailesh J. Mehta Director
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Jan P. du Plessis Director
/s/ Howard M.S. Tanner
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Howard M.S. Tanner Director
/s/ Robert F. Wright
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Robert F. Wright Director
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 1999 Stock Option Plan for Directors, dated as of August 5, 1999
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)