-----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, IKLyBl1M1sSoRA4NhqOSFhWbislqswjWfXHVIm6vLJxNNlZtwVhcamCvIc8SBdFi RFkuUq6iqJJotqzTDrwZ0Q== 0000950123-03-006681.txt : 20030530 0000950123-03-006681.hdr.sgml : 20030530 20030530143435 ACCESSION NUMBER: 0000950123-03-006681 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030527 ITEM INFORMATION: Other events FILED AS OF DATE: 20030530 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: 03725530 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 y87204e8vk.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): May 27, 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. OTHER EVENTS. As a result of filings made by Richemont Finance S.A., a Luxembourg company ("Richemont"), and certain related parties with the Securities and Exchange Commission on May 21, 2003, Hanover Direct, Inc. ("Hanover") learned that Richemont sold to Chelsey Direct, LLC, a Delaware limited liability company ("Chelsey"), on May 19, 2003 all of Richemont's securities in Hanover consisting of 29,446,888 shares of Common Stock of Hanover (the "Common Shares") and 1,622,111 shares of Series B Participating Preferred Stock of Hanover (the "Series B Preferred Shares") for a purchase price equal to US $40 million. Hanover was not a party to such transaction. Hanover believes that Richemont sold the Common Shares and the Series B Preferred Shares to Chelsey while in the possession of material, non-public information and is examining its rights with respect to the transaction. By letter dated May 27, 2003, Hanover requested that American Stock Transfer & Trust Company, the transfer agent for the Common Shares, not register the transfer of the Common Shares from Richemont to Chelsey, in whole or in part, without first notifying Hanover of any request to do so and without having first received Hanover's agreement in writing to do so while Hanover is examining these issues. Hanover intends to treat in a similar fashion any request for transfer of the Series B Preferred Shares for which it acts as the transfer agent while it is examining these issues. 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 30, 2003 By: /s/ Edward M. Lambert ----------------------------------- Name: Edward M. Lambert Title: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----