-----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, HdYZQRkRMITaZ8NvRX8ZDOpRHogRRC2SdaUEk7gYEExpOfGuun/luPgefeeBQEyS SIZwIdPgRDbB+moNZtvrOQ== 0000950123-03-008656.txt : 20030730 0000950123-03-008656.hdr.sgml : 20030730 20030729203317 ACCESSION NUMBER: 0000950123-03-008656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030717 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030730 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: 03809844 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 y88794e8vk.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): July 17, 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. On July 17, 2003, Hanover Direct, Inc., a Delaware corporation (the "Company"), increased the size of its Board of Directors from five to seven members and elected Jeffrey A. Sonnenfeld and A. David Brown as members of the newly-expanded Board of Directors, subject to the fulfillment of certain conditions precedent which were fulfilled on July 29, 2003. As a result of this action, the Committees of the Board were reconstituted as follows: The members of the Audit Committee are Robert H. Masson (Chairman), E. Pendleton James and Kenneth J. Krushel. The members of the Compensation Committee are Jeffrey A. Sonnenfeld (Chairman), A. David Brown and Robert H. Masson. The members of the Nominating Committee are E. Pendleton James (Chairman), A. David Brown and Jeffrey A. Sonnenfeld. The members of the Transactions Committee are Kenneth J. Krushel (Chairman), A. David Brown, E. Pendleton James, Robert H. Masson and Jeffrey A. Sonnenfeld. On July 23, 2003, the Company increased the size of its Executive Committee from three to five members, subject to the fulfillment of certain conditions precedent which were fulfilled on July 29, 2003, and reconstituted the Executive Committee to include Thomas C. Shull, the Chairman of the Board, President and Chief Executive Officer of the Company, Robert H. Masson, the Chairman of the Company's Audit Committee, Kenneth J. Krushel, the Chairman of the Company's Transactions and Executive Committees, Basil P. Regan, and Jeffrey A. Sonnenfeld, the Chairman of the Company's Compensation Committee. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: 99.1 Press Release, dated July 29, 2003, Announcing that Jeffrey A. Sonnenfeld and A. David Brown Join Expanded Board of Directors 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) July 29, 2003 By: /s/ Brian C. Harriss ------------------------------- Name: Brian C. Harriss Title: Executive Vice President, Human Resources & Legal EX-99.1 3 y88794exv99w1.txt PRESS RELEASE Exhibit 99.1 [HANOVER DIRECT LOGO] FOR IMMEDIATE RELEASE 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 Hanover Direct Announces that Jeffrey A. Sonnenfeld and A. David Brown Join Expanded Board of Directors EDGEWATER, NJ, July 29, 2003 - Hanover Direct, Inc. today announced that Jeffrey A. Sonnenfeld, Associate Dean for Executive Programs at Yale University's School of Management, and A. David Brown, a managing director of executive recruiter Whitehead Mann, have joined the Company's recently expanded Board of Directors. "We are delighted to have two individuals of such irrefutable character and relevant experience joining our Board," said Tom Shull, Hanover Direct's Chairman and Chief Executive Officer. "Jeff is one of the nation's top experts in corporate governance and leadership and his experience should benefit Hanover Direct tremendously. David brings a wealth of retail experience and perspective that will greatly assist our management team." In addition to his position at Yale University's School of Management, Mr. Sonnenefeld is the Founder, President & Chief Executive Officer of THE CHIEF EXECUTIVE LEADERSHIP INSTITUTE of Yale University. Previously, he was a professor at the Goizueta Business School of Emory University and, prior to that spent ten years as a professor at the Harvard Business School. His research, publications and consulting address issues of top leadership development, executive succession, and board governance. Sonnenfeld received his AB, MBA, and DBA from Harvard University. He has been the recipient of the Irwin Award for Social Research in Industry; AT&T's Hawthorne Fellowship for Social Research in Industry; the John P. Whitehead Faculty Fellowship; and, on two occasions, Emory's "Outstanding Educator Award." Sonnenfeld has published five books and numerous articles in the areas of chief executive leadership; corporate governance; CEO succession; executive careers; and the management of corporate social performance. Currently, he serves as a director on the boards of The Street.com; CMD Services; Sacred Heart University (trustee) and the President's Advisory Council of the American Cancer Society. A regular commentator on PBS's "Nightly Business Report," and NPR's "Marketplace," he is a frequently cited leadership expert appearing on CNBC, CNN, FoxNews, ABC, NBC, and CBS as well as in such publications as The New York Times; The Wall Street Journal; Business Week; Fortune; US News & World Report; Newsweek; The Financial Times; and The Economist. David Brown joined Whitehead Mann after having served as Vice President of the Worldwide Retail/Fashion Specialty Practice at Korn/Ferry International. Previously, Brown served for 12 years as Senior Vice President for Human Resources at R.H.Macy & Co. He was responsible for human resources and labor relations for 50,000 employees in five U.S. divisions and 17 foreign buying offices around the world. Mr. Brown received a B.S. degree from Monmouth College. He serves on the Boards of Zale Corporation and Selective Insurance Group, Inc. He is an active member of community and scholastic boards, including the Board of Trustees of Morristown Memorial Hospital, Drew University and the Jackie Robinson Foundation. 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. The Company's catalog and Internet portfolio of home fashions, apparel and gift 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, LLC (www.keystoneinternet.com), the Company's third party fulfillment operation, also provides the logistical, IT and fulfillment needs of the Company's catalogs and web sites. Information on Hanover Direct, including each of its subsidiaries, can be accessed on the Internet at www.hanoverdirect.com. -----END PRIVACY-ENHANCED MESSAGE-----