-----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, LiUACPnAQVB5thRdNB4iyfATGVnZ6PnrRGqmD8285sPAks84j3wIxXpP0WwgxMOD cnZC+iyLXOrCUzn1bkyUtA== 0000320333-07-000016.txt : 20070312 0000320333-07-000016.hdr.sgml : 20070312 20070312140451 ACCESSION NUMBER: 0000320333-07-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070307 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070312 DATE AS OF CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 130853260 FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 07687138 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07086 BUSINESS PHONE: 2018637300 MAIL ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07086 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 8-K 1 form8kamndmergeragr031207.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): March 7, 2007

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))

 

Item 1.01.   Entry into Material Definitive Agreement.

 

On March 7, 2007, Hanover Direct, Inc. (”Hanover”), Chelsey Direct, Inc. (“Chelsey”) and Chelsey Acquisition, Inc. (“MergerCo”) entered into a letter agreement that amended the Agreement and Plan of Merger (“Merger Agreement”) previously executed by the parties on November 27, 2006. The amendment is attached as an exhibit hereto and was previously attached as an appendix to the Definitive Proxy Statement filed by Hanover on March 8, 2007 in connection with Hanover’s annual meeting of stockholders which is scheduled to be held on or about April 12, 2007.

 

The amendment corrects a representation in the Merger Agreement concerning the vote required to approve the merger and extends the Outside Closing Date (as that term is defined in the Merger Agreement) for the merger from March 31, 2007 until April 30, 2007.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c) Exhibits.

 

2.1

Letter agreement among Chelsey Direct, LLC, Chelsey Acquisition, Inc. and Hanover Direct, Inc., dated March 7, 2007 amending the Agreement and Plan of Merger dated as of November 27, 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)

 

 

 

 

 

March 12, 2006

 

By:

/s/ John W. Swatek

 

 

 

Name:

John W. Swatek

 

 

 

Title:

Senior Vice President,

Chief Financial Officer and Treasurer

 

 

 

 

 

 EX-2.1 2 exhibit2-1_letteramend031207.htm

Chelsey Direct, LLC

Chelsey Acquisition, Inc.

110 East 59th Street

New York, NY 10016

 

 

March 7, 2007

 

Hanover Direct, Inc.

1500 Harbor Boulevard

Weehawken, NJ 07086

 

Re: Agreement and Plan of Merger dated as of November 27, 2006 by and among Chelsey Direct, LLC, Chelsey Acquisition, Inc. and Hanover Direct, Inc. (the “Merger Agreement”)

 

Gentlemen:

 

We refer to the Merger Agreement. All terms not otherwise defined herein shall have the same meaning as in the Merger Agreement.

 

The parties hereby agree to the following amendments to the Merger Agreement:

 

1. Correction of Representation Regarding Requisite Vote For Merger. Section 3.3(d) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

 

The affirmative vote (in person or by proxy) of the holders of two thirds of the outstanding shares of the Series C Preferred Stock and a majority of the outstanding shares of Company Common Stock and Series C Preferred Stock, voting together as a class, at the Company Stockholders Meeting or any adjournment or postponement thereof in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to adopt this Agreement and approve the Transactions.

 

2. Extension of Outside Date. Section 7.1(b)(i) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

 

(i) if the Merger shall not have been consummated on or before April 30, 2007 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to a party if the failure of the Merger to have been consummated on or before the Outside Date was primarily due to the failure of such party or any Affiliate of such party to perform any of its obligations under this Agreement; or

 

3. No Further Amendments. Except as amended hereby, the Merger Agreement shall remain in full force and effect.

 

Hanover Direct, Inc.

March 7, 2007

Page 2

 

 

If the foregoing correctly reflects your agreement with the matters provided for above, please sign below and return a fully executed copy to my attention.

 

 

Very truly yours,

 

CHELSEY FINANCE, LLC

 

 

By /s/ William Wachtel

 

William Wachtel, Manager

 

 

 

CHELSEY ACQUISITION, INC.

 

 

By /s/ William Wachtel

 

William Wachtel, President

 

 

AGREED TO:

HANOVER DIRECT, INC.

 

By /s/ Wayne Garten

 

Wayne Garten,

 

President & Chief Executive Officer

 

 

 

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