-----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, sorpPhg+nsKpa++Xt94Ex57DteJHNYgU1Tga1nEvgh8VTED4dgFL/BCLq6gTnymS f7aZdafBlIVex8u9Blrvlg== 0000950123-94-000221.txt : 19940131 0000950123-94-000221.hdr.sgml : 19940131 ACCESSION NUMBER: 0000950123-94-000221 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940128 19940216 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 SEC ACT: 33 SEC FILE NUMBER: 033-52059 FILM NUMBER: 94503415 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 1 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 ------------------------------- 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) 1993 All-Employee Equity Investment Plan ------------------------------------------- (Full title of the plan) Michael P. Sherman, Esq. Executive Vice President and General Counsel 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) CALCULATION OF REGISTRATION FEE
=============================================================================================== Proposed Proposed Amount Title of maximum maximum of securities Amount offering aggregate regi- to be to be price per offering stration registered registered share(1) price(1) fee - ----------------------------------------------------------------------------------------------- Common Stock, par value $.66-2/3 300,000 shs. $7.00 $2,100,000 $724.14 per share ===============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended, and based on the average of the high and low prices on the American Stock Exchange on January 25, 1994. Page 1 of 8 pages Exhibit Index appears on page 5 2 HANOVER DIRECT, INC. Registration of Additional Securities This registration is for additional securities of the same class as other securities for which a Form S-8 registration statement relating to the same employee benefit plan is effective. This Form S-8 registration incorporates by reference the contents of the earlier S-8 registration statement No. 33- 58756, relating to Hanover Direct, Inc.'s 1993 All-Employee Equity Investment Plan, filed with the Securities and Exchange Commission on February 24, 1993. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 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 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jack E. Rosenfeld, Wayne P. Garten and Michael P. Sherman, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in- fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been II-1 4 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 /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. Wright II-2 5 EXHIBIT INDEX
Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ------------ 4(a) Certificate of Incorporation of the Company, as filed with the Secretary of State of Delaware on April 15, 1993. Incorporated herein by reference to the Company's Registration Statement on Form S-4 filed on April 19, 1993, Registration No. 33-61252. --- (b) By-laws of the Company. Incorporated herein by reference to the Company's Registration Statement on Form S-4 filed on April 19, 1993, Registration No. 33-61252. --- 5 Opinion of Whitman Breed Abbott & Morgan re legality, including consent of such counsel. 4 23(a) Consent of Arthur Andersen & Co. 6 (b) The consent of Whitman Breed Abbott & Morgan is contained in the opinion filed as Exhibit 5 to this Registration Statement. ---
II-3 EX-5 2 OPINION OF WHITMAN BREED ABBOTT & MORGAN 1 EXHIBIT NO. 5 Whitman Breed Abbott & Morgan 200 Park Avenue New York, New York 10166 January 27, 1994 Hanover Direct, Inc. 1500 Harbor Boulevard Weehawken, New Jersey 07087 Re: Hanover Direct, Inc. - 300,000 Shares of Common Stoc Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed by Hanover Direct, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission"). The Registration Statement covers 300,000 shares (the "Shares") of the Company's Common Stock, par value $.66- 2/3 per share, to be issued and sold by the Company to its eligible employees pursuant to the Company's 1993 All-Employee Equity Investment Plan (the "Plan"). We have examined the original, or a photostatic or certified copy, of such records of the Company, certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examina-tion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. 4 2 Based upon our examination mentioned above, subject to the assumptions stated and relying on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares proposed to be issued and sold by the Company have been duly authorized for issuance and that the Shares, when issued to and paid for by the purchasers in accordance with the terms of the Plan, will have been validly issued and will be fully paid and non-assessable. We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under section 7 of the Securities Act or the General Rules and Regulations of the Commission. Very truly yours, WHITMAN BREED ABBOTT & MORGAN 5 EX-23.A 3 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT NO. 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated February 22, 1993 included in The Hanover Companies' Form 10-K for the year ended December 26, 1992 and The Horn & Hardart Company's Form 10-K for the year ended December 26, 1992 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN & CO. New York, New York January 27, 1994 6 -----END PRIVACY-ENHANCED MESSAGE-----