-----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, LPH9OEsNfiniEKpFxSKbsZhDQK7xz0e7Nbfbkyqhv4pI9E22CmSfvJ6TMYVm3EFw WDLNILdup6i1nssK2ISxKQ== 0000950123-04-003856.txt : 20040329 0000950123-04-003856.hdr.sgml : 20040329 20040326185214 ACCESSION NUMBER: 0000950123-04-003856 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040326 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040329 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: 04694329 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 y95414k4e8vk.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): MARCH 26, 2004 ------------------------ 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 March 26, 2004, Hanover Direct, Inc. (the "Company") issued a press release announcing that it has filed a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission extending the deadline for filing its Annual Report on Form 10-K for fiscal year ended December 27, 2003 up to 15 calendar days, and that the conference call with the management of Hanover Direct, Inc. to review the fiscal year 2003 operating results scheduled for March 29, 2004 has been cancelled and has been postponed to a later date following the filing of the 2003 Annual Report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit 99.1 - Press Release dated March 26, 2004 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) March 26, 2004 By: /s/ Charles E. Blue --------------------------------------- Name: Charles E. Blue Title: Senior Vice President and Chief Financial Officer EX-99.1 3 y95414k4exv99w1.txt PRESS RELEASE Exhibit 99.1 (HANOVER LOGO) FOR IMMEDIATE RELEASE CONTACT: Hanover Direct, Inc. MWW Group Charles E. Blue Rich Tauberman S.V.P. & Chief Financial Officer Tel: (201) 507-9500 Tel: (201) 272-3389 HANOVER DIRECT ANNOUNCES THE FILING OF A FORM 12B-25 NOTIFICATION OF LATE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE POSTPONEMENT OF ITS FISCAL YEAR 2003 OPERATING CONFERENCE CALL EDGEWATER, NJ, March 26, 2004 - Hanover Direct, Inc. today announced that it has filed a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission extending the deadline for filing its Annual Report on Form 10-K for fiscal year ended December 27, 2003 up to 15 calendar days. The delay in filing the 2003 Annual Report is due to the inability of the Company's independent auditor to complete its audit of the Company's financial statements in a timely manner. The Company recently re-examined its credit facility with Congress Financial Corporation entered into in November 1995 and, based on EITF Issue No. 95-22, "Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements that Include Both a Subjective Acceleration Clause and a Lock-Box Arrangement," and certain provisions in the credit agreement, determined that it is required by EITF 95-22 to reclassify the loan facility from long-term to short-term debt, although the facility does not mature until January 31, 2007. The Company and its independent auditors require additional time to calculate accurately the effect of the reclassification of the loan facility from long-term to short-term debt on its historical financial statements. The Company will file its Form 10-K for the fiscal year ended December 27, 2003 no later than the close of business on April 9, 2004. The conference call with the management of Hanover Direct, Inc. to review the fiscal year 2003 operating results scheduled for March 29, 2004 has been cancelled and has been postponed to a later date following the filing of the 2003 Annual Report. 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-----