-----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, HTz0/diprEgT8BMcXMcoSMPH621ErbvIhOyPRm8wk3lTiP5+oEgVK8O0CxD6M/0c ZD9MGrZNp0L9pZ7K/j/qnw== 0000950123-02-012346.txt : 20021230 0000950123-02-012346.hdr.sgml : 20021230 20021230164323 ACCESSION NUMBER: 0000950123-02-012346 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021230 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021230 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: 02872241 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 y67287e8vk.txt HANOVER DIRECT, INC. 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): DECEMBER 30, 2002 ----------------- HANOVER DIRECT, INC. ------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 1-12082 ---------------------------------- (COMMISSION FILE NUMBER) DELAWARE 13-0853260 - ----------------------------------- ----------------------------- (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NUMBER) 115 RIVER ROAD, BUILDING 10 EDGEWATER, NEW JERSEY 07020 - ----------------------------------- -------------- (ADDRESS OF PRINCIPAL (ZIP CODE) EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 863-7300 -------------- - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5. OTHER EVENTS. Hanover Direct, Inc. has announced the election of Mr. Robert H. Masson as a member of the Board of Directors of the Company effective January 1, 2003, and the resignation of Mr. J. David Hakman as a member of the Board of Directors of the Company effective December 31, 2002, as described more fully in the Press Release attached hereto as Exhibit 20.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit 20.1 - Press Release dated December 30, 2002 in regard to the election of Robert H. Masson as a member of the Company's Board of Directors and the resignation of Mr. J. David Hakman as a member of the Board of Directors of the Company. 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) December 30, 2002 By: /s/ Edward M. Lambert --------------------------------------- Name: Edward M. Lambert Title: Executive Vice President and Chief Financial Officer EX-20.1 3 y67287exv20w1.txt PRESS RELEASE Exhibit 20.1 [GRAPHIC OMITTED] CONTACT: Hanover Direct, Inc The MWW Group Edward M. Lambert Rich Tauberman E.V.P & Chief Financial Officer Tel: (201) 507-9500 Tel: (201) 272-3325 ROBERT H. MASSON TO JOIN HANOVER DIRECT BOARD OF DIRECTORS. WILL ASSUME CHAIR OF AUDIT COMMITTEE. EDGEWATER, NJ, December 30, 2002 - Hanover Direct, Inc. today announced that Robert H. Masson will join its Board of Directors effective January 1, 2003. Mr. Masson was most recently Senior Vice President, Finance and Administration of Parsons & Whittemore, Inc., one of the world's largest producers of market pulp for the paper industry, from which he retired in June 2002. He has also served in executive financial and treasury roles with Ford, PepsiCo, and Combustion Engineering (now part of the ABB Group). "We are very pleased to have Bob Masson join our Board and assume leadership of our Audit Committee," said Tom Shull, Hanover Direct's Chairman and Chief Executive Officer. "Bob brings to our Board a depth of financial expertise that will greatly assist Hanover Direct as we continue to meet the increasing reporting demands under the Sarbanes-Oxley Act of 2002. His experience allows us to meet SEC recommendations for having a 'financial expert' as Audit Committee Chair." Hanover Direct also announced that J. David Hakman would be leaving the Board of Directors effective December 31, 2002. Mr. Hakman has served as a Board member of Hanover Direct and its predecessors since May 1989. "David has been a key Board member for Hanover Direct and we regret his departure," said Tom Shull. "He has diligently served the Company's interests for almost 14 years and has made many valuable contributions." Mr. Hakman's departure and Mr. Masson's addition to the Board will maintain the size of Hanover Direct's Board at five members. ABOUT HANOVER DIRECT, INC. Hanover Direct, Inc. (AMEX: HNV) and its business units provide quality, branded merchandise through a portfolio of catalogs and e-commerce platforms to consumers, as well as a comprehensive range of Internet, e-commerce, and fulfillment services to businesses. Hanover Direct's brands include Domestications, The Company Store, Company Kids, Silhouettes, International Male, Scandia Down, and Gump's By Mail. The Company owns Gump's, a retail store based in San Francisco. Each brand can be accessed on the Internet individually by name. Keystone Internet Services, Inc. (www.keystoneinternet.com), the Company's third party fulfillment operation, provides the logistical, IT and fulfillment needs of Hanover Direct's subsidiaries. Information on Hanover Direct, including each of its subsidiaries, can be accessed on the Internet at www.hanoverdirect.com. -----END PRIVACY-ENHANCED MESSAGE-----