-----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, BVOJk//9DD92xVgZ/s5O9d7RMaPsoZAuXDbgQdJuXsvkMrEl+Eanq/1s/yto+mPP 9XFNDFbjXF3FnCY4bbVneA== 0000950123-04-009151.txt : 20040803 0000950123-04-009151.hdr.sgml : 20040803 20040803094441 ACCESSION NUMBER: 0000950123-04-009151 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040730 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040803 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: 04946788 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 y99689e8vk.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 30, 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. On July 31, 2004, Mr. Basil P. Regan resigned as a member of the Board of Directors of Hanover Direct, Inc. (the "Company"). Mr. Regan continues to have the right which is required to be exercised as promptly as practicable to appoint a designee to the Company's Board of Directors until November 30, 2005 pursuant to the Corporate Governance Agreement dated as of November 30, 2003 among the Company, Chelsey Direct, LLC, Stuart Feldman, Regan Partners L.P., Regan International Fund Limited and Basil P. Regan so long as the Regan group collectively owns at least 29,128,762 shares of Common Stock of the Company (as adjusted for stock splits and the like). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit 20.1 Press Release dated August 3, 2004 in regard to the resignation of Mr. Basil P. Regan as a member of the Company'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) August 3, 2004 By: /s/ Charles E. Blue -------------------------------- Name: Charles E. Blue Title: Senior Vice President and Chief Financial Officer EX-99.1 2 y99689exv99w1.txt PRESS RELEASE Exhibit 99.1 Press Release [HanoverDirect LOGO] FOR IMMEDIATE RELEASE CONTACT: Hanover Direct, Inc The MWW Group Charles Blue Rich Tauberman S.V.P. & Chief Financial Officer Tel: (201) 507-9500 Tel: (201) 272-3389 HANOVER DIRECT ANNOUNCES BOARD RESIGNATION EDGEWATER, NJ, August 3, 2004 - Hanover Direct, Inc. (AMEX: HNV) today announced the resignation of Basil P. Regan from the Company's Board of Directors, effective July 30, 2004. As a result, Mr. Regan has advised the Company that he will not be standing for relection at the Company's August 12, 2004 Annual Meeting of Shareholders. "The recently completed financing package provides the Company with significant additional liquidity to grow its businesses," stated Basil Regan. "With the Company now focused on operational execution, it is appropriate for me to return my focus to other business commitments." Mr. Regan continues to have the right, which is required to be exercised as promptly as practicable, to appoint a designee to the Company's Board of Directors until November 30, 2005 pursuant to the Corporate Governance Agreement dated as of November 30, 2003 among the Company, Chelsey Direct, LLC, Stuart Feldman, Regan Partners L.P., Regan International Fund Limited and Basil P. Regan so long as the Regan group collectively owns at least 29,128,762 shares of Common Stock of the Company (as adjusted for stock splits and the like). In addition, the Regan group continues to be bound by the terms of the Voting Agreement dated as of November 30, 2003 among Chelsey Direct, LLC, Stuart Feldman, Regan Partners L.P., Regan International Fund Limited and Basil P. Regan which includes a right of first offer of the Regan group's shares to Chelsey Direct, LLC. 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-----