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