-----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, H75chMCXddap04X7X6HgIqMG6J5PueVjd4uyQ5kTdff7uDpNqzePXTefr93kzIYw rt9Vl/c1zyNr6DqZnKwhew== 0000320333-07-000017.txt : 20070412 0000320333-07-000017.hdr.sgml : 20070412 20070412163027 ACCESSION NUMBER: 0000320333-07-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070412 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070412 DATE AS OF CHANGE: 20070412 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: 07763844 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 form8kgoingprivate041207.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): April 12, 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)

 

|_| 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 8.01.      Other Events.

 

On April 12, 2007, the Registrant issued the press release attached as Exhibit 99.1 announcing that it had completed the previously announced going private transaction with Chelsey Direct, LLC, the Company’s largest shareholder pursuant to the terms of an Agreement and Plan of Merger among Chelsey Direct, LLC, Chelsey Acquisition, Inc. and Registrant dated as of November 27, 2006, as amended on March 7, 2007.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c) Exhibits.

 

99.1

Press Release, dated April 12, 2007.

 

 

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)

 

 

 

 

 

April 12, 2007

 

By:

/s/ Daniel J. Barsky

 

 

 

Name:

Daniel J. Barsky

 

 

 

Title:

Senior Vice President,

General Counsel

 

 

 

EX-99.1 2 exhibit99-1.htm

EXHIBIT 99.1

 

Hanover Direct, Inc. Completes Going Private Transaction;

Chelsey Direct Becomes Sole Shareholder

 

WEEHAWKEN, N.J., April 12 /PRNewswire-FirstCall/ -- Hanover Direct, Inc. (PINK SHEETS: HNVD.PK) announced today that it had completed its previously announced going private transaction with Chelsey Direct, LLC following the approval of the merger agreement at Hanover’s Annual Shareholders’ Meeting on April 12, 2007. As a result, Hanover is now a privately held company.

 

Under the terms of the merger agreement, a wholly owned subsidiary of Chelsey merged with and into Hanover, which was the surviving corporation in the merger. The shares of Hanover common stock, other than shares owned by Chelsey and its affiliates and shareholders who elect dissenter’s appraisal rights, will be paid the cash merger consideration of $0.25 per share. Wayne Garten will continue as Hanover’s President and CEO after the transaction.

Shareholders of record of Hanover will be provided with letters of transmittal pursuant to which they may exchange their certificates representing Hanover common shares for $0.25 in cash per common share. Shareholders must complete the letter of transmittal and forward it along with their share certificates to the depositary, American Stock Transfer & Trust Company, at its offices listed on the letter of transmittal, to receive payment.

FOR FURTHER INFORMATION PLEASE CONTACT:

Daniel J. Barsky, S.V.P.,

General Counsel of Hanover Direct, Inc.,

+1-201-272-3389

 

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 and on the Scandia website. Information on Hanover Direct, Inc. can be accessed on the Internet at http://www.hanoverdirect.com.

 

 

 

 

-----END PRIVACY-ENHANCED MESSAGE-----