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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DM Management Company
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(Exact name of issuer as specified in its charter)
Delaware 04-2973769
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Recreation Park Drive, Suite 200, Hingham, Massachusetts 02043
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(Address of principal executive offices) (Zip Code)
DM MANAGEMENT COMPANY
1993 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Gordon R. Cooke
President and Chief Executive Officer
DM Management Company
25 Recreation Park Drive, Suite 200
Hingham, Massachusetts 02043
(617) 740-2718
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Peter M. Rosenblum, Esquire
David R. Pierson, Esquire
Foley, Hoag & Eliot
One Post Office Square
Boston, Massachusetts 02109
(617) 482-1390
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock 400,000 $3.625(1) $1,450,000.00(1) $500.00(1)
(par value $0.01) shares
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<FN>
(1) Estimated pursuant to Rule 457 (c) and (h) based on the average of
the high and low prices of the Common Stock as reported on the National
Association of Securities Dealers Automated Quotation National Market System on
May 9, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is registering additional shares of common
stock, par value $.01 per share, of DM Management Company (the "Company")
issuable pursuant to the Company's 1993 Incentive and Nonqualified Stock Option
Plan for which registration statements filed on Form S-8, File Nos. 33-71776 and
33-86982, are already effective.
The contents of the Company's Registration Statements on Form S-8, File No.
33-71776 and 33-86982, as filed with the Securities and Exchange Commission on
November 16, 1993 and December 1, 1994, respectively, are incorporated herein by
reference.
ITEM 8. EXHIBITS.
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
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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 the Town of Hingham, Massachusetts, on this 16th day of May,
1996.
DM MANAGEMENT COMPANY
By: /s/ Gordon R. Cooke
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Gordon R. Cooke
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Gordon R. Cooke and Samuel L. Shanaman, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his 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 unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both of them, 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.
Signature Title Date
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/s/ Gordon R. Cooke President, Chief May 16, 1996
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Gordon R. Cooke Executive Officer
and Director
(Principal Executive
Officer)
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Signature Title Date
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/s/ Samuel L. Shanaman Executive Vice President, May 16, 1996
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Samuel L. Shanaman Chief Operating Officer,
Chief Financial Officer
and Director(Principal
Financial Officer)
/s/ David B. Walde Corporate Controller May 16, 1996
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David B. Walde (Principal Accounting
Officer)
/s/ William E. Engbers Director May 16, 1996
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William E. Engbers
/s/ Walter J. Levison Director May 16, 1996
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Walter J. Levison
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EXHIBIT INDEX
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Exhibit
No. Description Page
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5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature
page)