-----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, Fki+VkgWegCRcn31ZNgmyCdqERgstbnMRYLgQQTAj9Pg87MigN5tbAzZaTmF9iEH ydguwOH5ULSKWuD5KRirug== 0000033780-97-000016.txt : 19970926 0000033780-97-000016.hdr.sgml : 19970926 ACCESSION NUMBER: 0000033780-97-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970925 EFFECTIVENESS DATE: 19970925 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVANS INC CENTRAL INDEX KEY: 0000033780 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 361050870 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36381 FILM NUMBER: 97685474 BUSINESS ADDRESS: STREET 1: 36 S STATE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3128552000 S-8 1 EVANS, INC. FORM S-8 As filed with the Securities and Exchange Commission on September 25, 1997 Registration No. 333-_______________ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- EVANS, INC. ------------------------------------------------------ (Exact name of registrant as specified in the charter) Delaware 36-1050870 ------------------------ ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) 36 South State Street Chicago, Illinois 60603 ---------------------------------------- (Address of principal executive offices) EVANS, INC. 1994 STOCK OPTION PROGRAM ------------------------------------- (Full title of the plan) SAMUEL B. GARBER, ESQ. Evans, Inc. 36 South State Street Chicago, Illinois 60603 (312) 855-2005 --------------------------------------------------------- (Name, address and telephone number of agent for service) Approximate date of commencement of sale under the Plan; From time to time after the effective date of this Registration Statement. - ------------------------------------------------------------------------------ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------ Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share(1) price fee - ------------------------------------------------------------------------------ Common Stock ($.20 par value) 500,000 shares $2.6875 $1,343,750 $ 407.20 (1) Computed pursuant to Rule 457(c) solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. This amount is based on the average of the high and low prices of such Common Stock on September 22, 1997 on the consolidated reporting system. 1 PART II ------- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. Incorporation of Documents by Reference. ---------------------------------------- The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") are incorporated in this Registration Statement by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended March 1, 1997. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1997. (c) The description of the Company's common stock, par value $.20 per share, contained in its Registration Statement on Form 8-A filed with the Commission. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. -------------------------- Not applicable. 2 Item 5. Interests of Named Experts and Counsel. --------------------------------------- The legality of the shares of common stock that may be purchased under the Evans, Inc. 1994 Stock Option Program has been passed upon for the Company by Samuel B. Garber, Vice President and General Counsel of the Company. Mr. Garber owns or has the right to acquire within the next 60 days 87,000 shares of the Company's common stock. Item 6. Indemnification of Directors and Officers. ------------------------------------------ Section 145 of the General Corporation Law of the State of Delaware ("DGCL") provides that a corporation has the power to indemnify its officers and directors against the expenses, including attorney's fees, judgments, fines or settlement amounts actually and reasonably incurred by them in connection with the defense of any action by reason of being or having been directors or officers, if such person shall have acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that if such action shall be in the right of the corporation, no such indemnification shall be provided as to any claim, issue or matter as to which such person shall have been judged to have been liable to the corporation unless and to the extent that the Court of Chancery of the State of Delaware, or another court in which the suit was brought, shall determine upon application that, in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity. As permitted by Section 102 of the DGCL, the Company's Certificate of Incorporation provides that no director shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director other than (i) for breaches of the director's duty of loyalty to the Company and its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the unlawful payment of dividends or unlawful stock purchases or redemptions under Section 174 of the DGCL and (iv) for any transaction from which the director derived an improper personal benefit. The Company's Certificate of Incorporation provides for indemnification of its directors and officers to the fullest extent permitted by the DGCL, and allows the Company to advance or reimburse litigation expenses upon submission by the director, 3 officer or employee of an undertaking to repay such advances or reimbursements if it is ultimately determined that indemnification is not available to such director or officer. Item 7. Exemption from Registration Claimed. ------------------------------------ Not Applicable. Item 8. Exhibits -------- (5) Opinion of Samuel B. Garber, Esq., Vice President of the Company. (23) Consent of Coopers & Lybrand L.L.P. (24) Power of Attorney. Item 9. Undertakings. ------------- (a) The undersigned registrant 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S- 8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) 4 of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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, the registrant 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 Act and will be governed by the final adjudication of such issue. 5 SIGNATURES ---------- The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois on September 25, 1997. EVANS, INC. By: Patrick J. Regan President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the stated capacities on September 25, 1997. Signature Title --------- ----- David B. Meltzer Chairman of the Board of Directors - ---------------- David B. Meltzer Patrick J. Regan Chief Executive Officer and President and - ---------------- Director (Principal Executive Officer) Patrick J. Regan William E. Koziel Vice President and Chief Financial - ----------------- Officer (Principal Accounting and William E. Koziel Financial Officer) Dennis Bookshester Director - ------------------ Dennis Bookshester Edmond D. Cicala Director - ---------------- Edmond D. Cicala Gwendolyn L. Stanback Director - --------------------- Gwendolyn L. Stanback Harold Sussman Director - -------------- Harold Sussman Ernest R. Wish Director - -------------- Ernest R. Wish 6 EX-5 2 OPINION RE LEGALITY EXHIBIT 5 --------- September 25, 1997 Evans, Inc. 36 South State Street Chicago, Illinois 60603 Ladies and Gentlemen: I am Vice President and General Counsel of Evans, Inc., a Delaware corporation ("Evans"), and have acted as counsel for Evans in connection with Registration Statement on Form S-8 ("Registration Statement") to be filed with the Securities and Exchange Commission relating to the registration of 500,000 shares of Common Stock, par value $.20 per share ("Shares") to be sold pursuant to the terms of Evan's 1994 Stock Option Program (the "Plan"). In that connection I have reviewed such documents and have made such investigations of law as I have deemed appropriate as a basis for the opinions expressed below. Based upon the foregoing and subject to the qualifications set forth herein, I am of the opinion that the Shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. I express no opinion as to, or the effect of applicability of, any laws other than the federal laws of the United States of America and the corporate law of the State of Delaware. This opinion is limited to the specific issues addressed and is limited in all respects to laws and facts existing on the date hereof. By rendering this opinion, I do not undertake to advise you of any changes in such laws or facts which may occur after the date hereof. This opinion is being delivered in my official capacity as General Counsel and no individual or personal liability shall attach hereto. 7 September 25, 1997 Page 2 I consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me in the Registration Statement. In giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Very truly yours, EVANS, INC. Samuel B. Garber SBG/ajs 8 EX-23 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 ---------- CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Evans, Inc. on Form S-8 for 500,000 shares of common stock under the Evans, Inc. 1994 Stock Option Program, of our report dated May 23, 1997, except as to information presented in Notes 3 and 12 to the consolidated financial statements, for which the date is June 19, 1997, on our audits of the consolidated financial statements and financial statement schedules of Evans Inc. COOPERS & LYBRAND L.L.P. Chicago, Illinois September 22, 1997 9 EX-24 4 POWER OF ATTORNEY EXHIBIT 24 ---------- POWER OF ATTORNEY The undersigned officers and directors of Evans, Inc. (the "Corporation") hereby appoint Patrick J. Regan and Samuel B. Garber, and each of them, as their true and lawful attorneys-in- fact, with full power for and on their behalf to execute, in their names and capacities as officers and directors of the Corporation, and to file with the Securities and Exchange Commission on behalf of the Corporation under the Securities Act of 1933, as amended, any and all Registration Statements (including any and all amendments or post-effective amendments thereto) relating to the Corporation's 1994 Stock Option Program. This Power of Attorney automatically ends as to each appointee upon the termination of his service with the Corporation. In witness whereof, the undersigned have executed this Power of Attorney on September 25, 1997. David B. Meltzer Patrick J. Regan - ---------------- ---------------- David B. Meltzer Patrick J. Regan William E. Koziel Dennis Bookshester - ----------------- ------------------ William E. Koziel Dennis Bookshester Edmond D. Cicala Gwendolyn L. Stanback - ---------------- --------------------- Edmond D. Cicala Gwendolyn L. Stanback Harold Sussman Ernest R. Wish - -------------- -------------- Harold Sussman Ernest R. Wish 10 -----END PRIVACY-ENHANCED MESSAGE-----