-----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, On5k/RqWZJJcY7IUD9W5DedTfCsx4bcXCnariEsx9nV++34605wZZddng+UhZjyj Nws1U7pl7NhTcWzNMIhLFQ== 0000950123-03-006276.txt : 20030520 0000950123-03-006276.hdr.sgml : 20030520 20030520085728 ACCESSION NUMBER: 0000950123-03-006276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030519 ITEM INFORMATION: Other events FILED AS OF DATE: 20030520 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: 03711382 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 y86903e8vk.txt FORM 8-K 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): MAY 19, 2003 ------------------- 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 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. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO ITEM 11, "TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS"). On May 19, 2003, Hanover Direct, Inc. (the "Company") issued a Notice of Blackout Period to its directors and executive officers (the "Notice") announcing a blackout period commencing on June 13, 2003 and ending the week of August 24, 2003 (the "Blackout Period") because participants in The Company Store Savings and Retirement Plan for Union Employees and The Company Store Money Purchase Pension Plan are prohibited from entering into transactions with respect to Company securities under such plans due to certain changes under such plans. A copy of such Notice is furnished as an exhibit to this Form 8-K. The information contained in this Item 5 is being furnished pursuant to "Item 11, Temporary Suspension of Trading Under Registrant's Employee Benefit Plans" of Form 8-K at this time due to the imminent commencement of the Blackout Period and will also be provided under Item 5 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2003 on or about August 12, 2003 in accordance with Release No. 33-8216 of the Securities and Exchange Commission. EXHIBITS Exhibit 99.1 Notice of Blackout Period, dated May 19, 2003, to Directors and Executive Officers of Hanover Direct, Inc. 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) May 19, 2003 By: /s/ Brian C. Harriss ------------------------------------- Name: Brian C. Harriss Title: Executive Vice President -- Human Resources & Legal EX-99.1 3 y86903exv99w1.txt NOTICE OF BLACKOUT PERIOD EXHIBIT 99.1 May 19, 2003 TO: DIRECTORS AND EXECUTIVE OFFICERS OF HANOVER DIRECT, INC. FROM: Brian C. Harriss RE: Notice of Blackout Period As a director or executive officer of Hanover Direct, Inc. (the "Company"), you are subject to the restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002, which prohibits certain trades during pension fund "blackout" periods. Please note the following: 1. The prohibition is imposed because: 1) participants in the Company Store Savings and Retirement Plan for Union Employees are not permitted to enter into transactions under the Plan with respect to Company securities because of a change in investment options, a change in record keepers, a change in trustees, a change in custodians, and a change in plan administrators, and a merger with the Company Store Money Purchase Pension Plan; and 2) participants in the Company Store Money Purchase Pension Plan are not permitted to enter into transactions under the Plan with respect to Company securities because of a change in investment options, a change in record keepers, a change in trustees, a change in custodians, and a change in plan administrators, and a merger into the Company Store Savings and Retirement Plan for Union Employees. (Participant notices appear below. See Attachment A and Attachment B.) 2. You are not permitted to purchase, sell or otherwise acquire or transfer any equity securities of the Company (or derivative securities of those equity securities) during the Blackout Period described below. 3. The prohibition on sales and other transfers described in Section 2 above applies only to equity securities of the Company (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of the Company. It is important to note that any such security you sell or otherwise transfer will be automatically treated as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and that this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements. 4. The Blackout Period will commence on June 13, 2003 and end the week of August 24, 2003. 5. If you have any questions regarding this notice, you should contact Charlotte Chappel at 201-272-3335 or Brian Harriss at 201-272-3224. ATTACHMENT A IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER --------------------------------------------- THE COMPANY STORE MONEY PURCHASE PENSION PLAN --------------------------------------------- MAY 6, 2003 ----------- This notice is to inform you that The Company Store Money Purchase Pension Plan will be: o Merged into The Company Store Savings and Retirement Plan for Union Employees (the merged plan will be renamed "The Company Store Savings and Profit Sharing Plan for Union Employees") o Changing investment options o Changing recordkeepers o Changing trustees o Changing custodians o Changing plan administrators As a result of these changes, you temporarily will be unable to direct or diversify investments in your individual accounts, obtain a loan from the plan, or obtain a distribution from the plan. This period during which you will be unable to exercise these rights otherwise available under the plan, is called a "blackout period." Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan. The blackout period for the plan will begin on June 13, 2003 and end the week of August 24th, 2003. You can determine whether the blackout period has ended by calling 1-800-922-9945 between 8:30 a.m. and 10:00 p.m. During the blackout period, you will be unable to direct or diversify the assets held in your plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings (up and down, in short periods of time) than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period. If you have any questions concerning this notice, you should contact: Charlotte Chappel Hanover Direct, Inc. 115 River Road, Bldg 10 Edgewater, N.J. 07020 Phone 201/272-3335 ATTACHMENT B IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER --------------------------------------------- THE COMPANY STORE SAVINGS AND RETIREMENT PLAN FOR UNION EMPLOYEES ----------------------------------------------------------------- MAY 6, 2003 ----------- This notice is to inform you that The Company Store Savings and Retirement Plan for Union Employees will be: o Changing investment options o Changing recordkeepers o Changing trustees o Changing custodians o Changing plan administrators In addition, The Company Store Money Purchase Pension Plan will merge into the plan (which will be renamed The Company Store Savings and Profit Sharing Plan for Union Employees"). As a result of these changes, you temporarily will be unable to direct or diversify investments in your individual accounts, obtain a loan from the plan, or obtain a distribution from the plan. This period during which you will be unable to exercise these rights otherwise available under the plan, is called a "blackout period." Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan. The blackout period for the plan will begin on June 13, 2003 and end the week of August 24th , 2003. You can determine whether the blackout period has ended by calling 1-800-922-9945 between 8:30 a.m. and 10:00 p.m. During the blackout period, you will be unable to direct or diversify the assets held in your plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings (up and down, in short periods of time) than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period. If you have any questions concerning this notice, you should contact: Charlotte Chappel Hanover Direct, Inc. 115 River Road, Bldg 10 Edgewater, N.J. 07020 Phone 201/272-3335 -----END PRIVACY-ENHANCED MESSAGE-----