-----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, Gikra3yihv49n6Mk3OxQYSV9IDjY1dL/iaaRlBs7d4X3fqRV9y6K5ZmlfqeGkq51 QbqQZW/Wc6Qz8+DwvFdWzA== 0000950123-03-011046.txt : 20031002 0000950123-03-011046.hdr.sgml : 20031002 20031001184137 ACCESSION NUMBER: 0000950123-03-011046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030929 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031002 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: 03921931 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 y90388e8vk.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): SEPTEMBER 29, 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. By letter dated September 2, 2003, Hanover Direct, Inc. (the "Company") advised Chelsey Direct, LLC ("Chelsey") that a Voting Trigger (as defined in the Certificate of Designations, Powers, Preferences and Rights (the "Certificate of Designations") of the Series B Participating Preferred Stock (the "Series B Preferred Stock") of the Company had occurred due to the failure by the Company to redeem any shares of Series B Preferred Stock on or prior to August 31, 2003. As a result, the holder or holders of the Series B Preferred Stock had the exclusive right, voting separately as a class and by taking such actions as are set forth in Section 7(b) of the Certificate of Designations, to elect two directors of the Company (the "Director Right"). On September 16, 2003, Chelsey exercised the Director Right and elected Martin L. Edelman and Wayne P. Garten to the Company's Board of Directors. Messrs. Edelman and Garten returned certain related paperwork to the Company on September 29, 2003, upon which they effectively joined the Board. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: 99.1 Press Release, dated October 1, 2003, Announcing the Addition of Martin L. Edelman and Wayne P. Garten to Hanover Direct's 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) October 1, 2003 By: /s/ Brian C. Harriss --------------------------------------------- Name: Brian C. Harriss Title: Executive Vice President Human Resources & Legal
EX-99.1 3 y90388exv99w1.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 ADDS TWO DIRECTORS DESIGNATED BY CHELSEY DIRECT, LLC EDGEWATER, NJ, October 1, 2003 - Hanover Direct, Inc. today announced that Martin L. Edelman, of counsel to the law firm Paul, Hastings, Janofsky & Walker LLP, and Wayne P. Garten, a financial consultant specializing in the direct marketing industry, have joined the Company's Board of Directors as designees of the holder of the Company's Series B Preferred Stock, Chelsey Direct, LLC. "On behalf of the Board of Directors" said Tom Shull, Chairman, President and Chief Executive Officer of Hanover Direct, "I welcome Mr. Edelman and Mr. Garten to the Board and the Company." Mr. Edelman specializes primarily in real estate and corporate transactions. The focus of Mr. Edelman's practice has been large, complex negotiations involving acquisitions, dispositions and financing. He is a director of Cendant Incorporated, Acadia Realty and Capital Trust. Mr. Edelman is a graduate of Princeton University (1963) and Columbia University School of Law (1966) and served as an Officer in the United States Army from 1966 through 1969. Mr. Garten was Chief Executive Officer and President of Popular Club, Inc, a direct selling, catalog marketer of apparel and general merchandise products, from 2001 to 2003. From 1997 to 2000, he was Executive Vice President and Chief Financial Officer of Micro Warehouse, Inc., an international catalog reseller of computer products. From 1983 to 1996, Mr. Garten held various financial positions at Hanover Direct and its predecessor, The Horn and Hardart Company, including Executive Vice President and Chief Financial Officer from 1989 to 1996. Mr. Garten is a Certified Public Accountant. 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 web site 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.
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