-----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, QtEswVQjFVA82eV49O7w0hUeodg4kYZj5xMB0jnK17RMFnw+cS2WTtqGz8N0VmX8 +xdPtgKOz6EkwudQuFzV5Q== 0000950123-04-005839.txt : 20040506 0000950123-04-005839.hdr.sgml : 20040506 20040506092902 ACCESSION NUMBER: 0000950123-04-005839 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040505 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040506 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: 04783347 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 y97108e8vk.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 5, 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, BUILDING 10 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. Hanover Direct, Inc. (the "Company") today announced the resignation of Thomas C. Shull as Chairman of the Board, President and Chief Executive Officer of the Company and the election of William B. Wachtel as Chairman of the Board and Wayne P. Garten as President and Chief Executive Officer of the Company effective immediately. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit 20.1 Press Release dated May 6, 2004 in regard to the resignation of Thomas C. Shull as Chairman of the Board, President and Chief Executive Officer of the Company and the election of William B. Wachtel as Chairman of the Board and Wayne P. Garten as President and Chief Executive Officer of the Company effective immediately. Exhibit 20.2 Resignation Letter, dated May 5, 2004, from Thomas C. Shull to the Board of Directors and the Secretary 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) May 6, 2004 By: /s/ Charles E. Blue -------------------------------------- Name: Charles E. Blue Title: Senior Vice President and Chief Financial Officer EX-20.1 2 y97108exv20w1.txt PRESS RELEASE Exhibit 20.1 [HANOVER DIRECT GRAPHIC] FOR IMMEDIATE RELEASE CONTACT: Hanover Direct, Inc. The MWW Group Charles E. Blue Jamie Schwartz S.V.P & Chief Financial Officer Rich Tauberman Tel: (201) 272-3412 Tel: (201) 507-9500 HANOVER DIRECT, INC. ANNOUNCES RESIGNATION OF TOM SHULL EDGEWATER, NJ, May 6, 2004 -Hanover Direct, Inc. (AMEX: HNV) today announced the resignation of Thomas C. Shull as Chairman of the Board, President and Chief Executive Officer of the Company and the election of William B. Wachtel as Chairman of the Board and Wayne P. Garten as President and Chief Executive Officer of the Company effective immediately. Mr. Wachtel has served as a member of the Company's Board of Directors since November 18, 2003 while Mr. Garten has served as director of the Company since September 29, 2003, each as a designee of the holder of the Company's Preferred Stock, Chelsey Direct, LLC. Mr. Wachtel has been a managing partner of Wachtel & Masyr, LLP, or its predecessor law firm (Gold & Wachtel, LLP), since its founding in August 1984. He is the co-founder of the Drum Major Institute, a not-for-profit organization carrying forth the legacy of Dr. Martin Luther King, Jr. Mr. Wachtel is the Manager of Chelsey Direct, LLC. Since January 2004, Mr. Garten has served as the President of Caswell-Massey Ltd., Inc., a retailer and direct marketer of fragrance and other personal care products. Prior thereto, he was a financial consultant specializing in the direct marketing industry. Mr. Garten served as 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. Mr. Garten will be transitioning to his new position with the Company over the next three weeks. "I am looking forward to the opportunity of rejoining Hanover and working with the Company's management team and employees in the next phase of its turnaround, " stated Mr. Garten. "On behalf of the Board, I want to express our gratitude to Tom for his significant contributions to the Company over the past several years and we wish him well." 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. EX-20.2 3 y97108exv20w2.txt RESIGNATION LETTER Exhibit 20.2 May 5, 2004 Board of Directors Secretary Hanover Direct, Inc. Gentlemen: I hereby resign as Chairman of the Board, a member of the Board of Directors and the Nominating Committee thereof, President and Chief Executive Officer of Hanover Direct, Inc. (the "Company") and from any positions I may hold with any subsidiaries of the Company all effective immediately, but conditioned upon the agreement of the parties to a settlement of all claims, including but not limited to my claims under my employment contract. Sincerely, Thomas C. Shull -----END PRIVACY-ENHANCED MESSAGE-----