-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TsE08wDYnhKIfELPTNeeZVELoTV9BLxd9vrXR6Fr2R0t+o9bSt9NfKH7evMvSNz5 L/HVWFcFNcKiVr9cX2eyTg== 0000320333-06-000059.txt : 20061122 0000320333-06-000059.hdr.sgml : 20061122 20061122141214 ACCESSION NUMBER: 0000320333-06-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061117 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061122 DATE AS OF CHANGE: 20061122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 138053260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 061235843 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 MAIL ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 8-K 1 form8kmergerprrelease112206.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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): November 17, 2006

Hanover Direct, Inc.

(Exact Name of Registrant as Specified in Charter)

 

                

Delaware

1-08056

13-0853260

(State or Other Jurisdiction Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

                                   

1500 Harbor Boulevard, Weehawken, NJ

 

07086

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(201) 863-7300

                               

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

13197156

 

Item 8.01.       Other Events.

 

On November 20, 2006, the Registrant issued the press release attached as Exhibit 99.1 announcing that its Board had approved a cash merger agreement with Chelsey Direct, LLC, the Company’s largest shareholder. The merger agreement provides for the acquisition of the shares of common stock of the Registrant that Chelsey does not already own for a cash purchase price of $0.25 per share.

 

The foregoing summary of the press release does not purport to be complete and is qualified in its entirety by reference to the full text of the press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Additional Information and Where to Find it

In connection with the proposed merger, the Registrant intends to file with the SEC a preliminary proxy statement and a definitive proxy statement. The definitive proxy statement will be mailed to the stockholders of the Registrant. THE REGISTRANT’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE REGISTRANT. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may also obtain free copies of the documents filed by the Hanover with the SEC by going to the Registrant’s corporate web site at www.hanoverdirect.com.

 

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 

The Registrant and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Registrant in connection with the Merger. Information about the Registrant’s directors and executive officers is set forth in the Registrant’s proxy statements and annual reports on Form 10-K, previously filed with the SEC, and the proxy statement relating to the proposed transactions, when it becomes available.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c) Exhibits.

 

99.1

Press Release, dated November 20, 2006.

 

 

 

 

 

 

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.

 

 

(Registrant)

 

 

 

 

 

November 22, 2006

 

By:

/s/ John W. Swatek

 

 

 

Name:

John W. Swatek

 

 

 

Title:

Senior Vice President,

Chief Financial Officer and Treasurer

 

 

 

 

 EX-99.1 2 exhibit99-1mrgrrelease112006.htm

Exhibit 99.1

 

 

Hanover Direct, Inc. Approves Cash Merger Agreement with Chelsey Direct, LLC

 

WEEHAWKEN, N.J., Nov. 20 /PRNewswire-FirstCall/ -- Hanover Direct, Inc. (PINK SHEETS: HNVD.PK) announced today that its Board had unanimously approved a cash merger agreement with Chelsey Direct, LLC, the Company's largest shareholder. The merger agreement provides for the acquisition of the shares of common stock of the Company that Chelsey does not already own for a cash purchase price of $0.25 per share. It is anticipated that the merger agreement will be executed later today.

 

Previously, the Board had engaged Goldsmith, Agio, Helms & Lynner, an independent expert in valuation services, specializing in the direct marketing industry, to conduct a valuation analysis of the Company. Agio concluded that the enterprise value of the Company was less than the combined value of the secured debt and the outstanding preferred stock of the Company, and, therefore, the common stock of the Company has no value. Agio's valuation was delivered to the Board of Directors on November 17, 2006. Following the receipt of this valuation analysis, Chelsey extended its offer to acquire the common stock that it does not already own for $0.25 per share.

 

Chelsey and its affiliates beneficially own approximately 77% of the common stock after giving effect to the exercise of all outstanding options and warrants to purchase common stock beneficially owned by Chelsey. In addition, Chelsey is the holder of all of the Series C Preferred Stock, the only outstanding series of preferred stock, which has 100 votes per share. On a fully diluted basis and including the voting rights of the Series C Preferred, Chelsey maintains approximately 92% of the voting rights of the Company. Consequently, Chelsey has sufficient voting power to approve the merger without the vote of any other shareholders.

 

This press release is not a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of the Company, and is not a substitute for any proxy or information statement or other filing that may be required to be made with the Securities and Exchange Commission. If any such documents are filed with the SEC, investors are urged to read them because they will contain important information about the transaction. Any such documents, once filed, will be available, free of charge, at the SEC's website (www.sec.gov).

 

About Hanover Direct, Inc.

Hanover Direct, Inc. provides quality, branded merchandise through a portfolio of catalogs and e-commerce platforms to consumers. The Company's portfolio of home fashion and apparel catalogs and Internet websites include Domestications, The Company Store, Company Kids, Silhouettes, International Male and Undergear. The Company also manufactures Scandia Down branded comforters that sell through specialty retailers. Information on Hanover Direct, Inc. can be accessed on the Internet at http://www.hanoverdirect.com.

 

Source: Hanover Direct, Inc.

Contact: John W. Swatek, S.V.P., Chief Financial Officer & Treasurer of Hanover Direct, Inc., +1-201-272-3389

 

 

 

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