-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ExNbrFkmoLpo2vGjMMUJnzTcY2wMqljtAfXRqVEA6d2nu37DaYLyL2F61xp/j6Ct wOxrIiWV5kPH4m04yxKL3A== 0000950123-94-000220.txt : 19940131 0000950123-94-000220.hdr.sgml : 19940131 ACCESSION NUMBER: 0000950123-94-000220 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940128 19940128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC /DE// CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: 5961 IRS NUMBER: 138053260 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 33 SEC FILE NUMBER: 002-94286 FILM NUMBER: 94503418 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 S-8 POS 1 POST-EFFECTIVE AMENDMENT TO FORM S-8 1 As filed with the Securities and Exchange Commission on January 28, 1994 Registration No. ===================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- HANOVER DIRECT, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-0853260 ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1500 Harbor Boulevard Weehawken, New Jersey 07087 ------------------------------ ------------------ (Address of Principal (Zip Code) Executive Offices)
The Hanover Direct, Inc. Savings Plan ------------------------------------------------------- (Full title of the plan) Michael P. Sherman, Esq. Executive Vice President, General Counsel and Secretary Hanover Direct, Inc. 1500 Harbor Boulevard Weehawken, New Jersey 07087 ------------------------------------------------------- (Name and address of agent for service) (201) 319-3400 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) Page 1 of 9 pages Exhibit Index Appears on pages 5-6 2 The Registrant, Hanover Direct, Inc., a Delaware corporation, successor-in-interest to The Horn & Hardart Company, a Nevada corporation (the "Company"), pursuant to a merger for the purpose of simplifying the Company's corporate structure and changing the Company's state of incorporation from Nevada to Delaware, hereby adopts as its own, pursuant to Rule 414(d) under the Securities Act of 1933, as amended, the Company's Registration Statement on Form S-8, File No. 2-94286, and any amendments thereto, and any other Registration Statements which register additional shares under The Hanover Direct, Inc. Savings Plan, for all purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. 3 PART II ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Hanover Direct, Inc. ("HDI") is incorporated under the laws of Delaware. Section 145 of the Delaware General Corporation Law generally provides that HDI is empowered to indemnify any person who is made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of HDI or is or was serving, at the request of HDI, in any of such capacities of another corporation or other enterprise, if such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of HDI, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Article SEVENTH of the Certificate of Incorporation of HDI (referred to therein as the "Corporation") provides, in pertinent part, as follows: Indemnification. Except as prohibited by Section 145 of the Delaware General Corporation Law, every director and officer of the Corporation shall be entitled as a matter of right to be indemnified by the Corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Corporation or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the Corporation or by reason of the fact that such person is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or other representative of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as an "action"); provided, however, that no such right of indemnification shall exist with respect to an action brought by a director or officer against the Corporation other than in a suit for indemnification as provided hereunder. Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the Corporation prior to final disposition of such action, subject to such conditions as may be prescribed by law. II-1 4 As used herein, "expense" shall include, among other things, fees and expenses of counsel selected by such person, and "liability" shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement. Insurance; Other Funding. The Corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the Corporation would have the power to indemnify such person against such liability or expense by law or under the provisions of this Article Seventh. The Corporation may make other financial arrangements, which may include, among other things, a trust fund, program of self-insurance, grant of a security interest or other lien on any assets of the Corporation, or establishment of a letter of credit, guaranty or surety, to ensure the payment of such sums as may become necessary to effect indemnification as provided herein. Non-Exclusive; Nature and Extent of Rights. The right of indemnification provided for herein (i) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which those seeking indemnification hereunder may be entitled under any agreement, by-law or article provision, vote of the stockholders or directors or otherwise, (ii) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were designated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption of this Article Seventh, whether arising from acts or omissions occurring before or after the adoption hereof. The right of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the adoption of any such amendment or repeal. Article IV of the Bylaws of HDI also contains the same provisions relating to the indemnification of directors II-2 5 and officers which are set forth in Article SEVENTH of the Certificate of Incorporation of HDI. HDI has insurance to indemnify its directors and officers against liabilities incurred as a result of serving in such capacity and has assumed the indemnification agreements the Company entered into with each of its directors. In addition, HDI has assumed the Shareholders' Agreement, dated October 25, 1991, among the Company, The Hanover Companies and North American Resources Limited, a British Virgin Islands corporation ("NAR"), which provides for indemnification, to the fullest extent permitted by law, of NAR's designees to the Board of Directors of the Company (and as a result of such assumption, HDI) against, among other things, all liabilities and claims arising out of their service in any capacity for or on behalf of the Company (and as a result of such assumption, HDI). ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Number Exhibit ------- ------- 2(i) Plan and Agreement of Merger, dated as of April 15, 1993, between the Company and HDI. Incorporated herein by reference to HDI's Registration Statement on Form S-4 filed on April 19, 1993, Registration No. 33-61252. 4(i) Certificate of Incorporation of HDI, as filed with the Secretary of State of Delaware on April 15, 1993. Incorporated herein by reference to HDI's Registration Statement on Form S-4 filed on April 19, 1993, Registration No. 33-61252. (ii) By-laws of HDI. Incorporated herein by reference to HDI's Registration Statement on Form S-4 filed on April 19, 1993, Registration No. 33-61252. 5 Opinions re legality.*
II-3 6 23 Applicable Consents.* 99 The Hanover Direct, Inc. Savings Plan.*
- -------------------- *Previously Filed ITEM 9. UNDERTAKINGS. (a) HDI hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being II-4 7 registered which remain unsold at the termination of the offering. (b) HDI hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of HDI's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling HDI pursuant to the foregoing provisions, or otherwise, HDI has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by HDI of expenses incurred or paid by a director, officer or controlling person of HDI in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, HDI will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, HDI certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this amendment to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Weehawken, State of New Jersey, on this 27th day of January, 1994. HANOVER DIRECT, INC. By /s/ Jack E. Rosenfeld ------------------------ Jack E. Rosenfeld President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement on Form S- 8 has been signed below by the following persons in the capacities indicated on this 27th day of January, 1994. Name Title ---- ----- /s/ Alan G. Quasha Chairman of the Board and Director - ---------------------------- Alan G. Quasha /s/ Jack E. Rosenfeld Director, President and Chief - ---------------------------- Executive Officer Jack E. Rosenfeld (principal executive officer) /s/ Wayne P. Garten Executive Vice President - ---------------------------- (principal financial officer) Wayne P. Garten /s/ Ralph Destino Director - ---------------------------- Ralph Destino /s/ J. David Hakman Director - ---------------------------- J. David Hakman II-6 9 /s/ S. Lee Kling Director - ---------------------------- S. Lee Kling /s/ Theodore H. Kruttschnitt Director - ---------------------------- Theodore H. Kruttschnitt /s/ Jeffrey Laikind Director - ---------------------------- Jeffrey Laikind /s/ Edmund R. Manwell Director - ---------------------------- Edmund R. Manwell /s/ Geraldine Stutz Director - ---------------------------- Geraldine Stutz /s/ Elizabeth Valk Long Director - ---------------------------- Elizabeth Valk Long /s/ Robert F. Wright Director - ---------------------------- Robert F. 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