S-8 1 0001.txt Registration No. 333- =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ SYMS CORP (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation or Organization) 22-2465228 (I.R.S. Employer Identification No.) Syms Way Secaucus, New Jersey 07094 (Address of Principal Executive Offices) (Zip Code) Amended and Restated Incentive Stock Option and Appreciation Plan (Full Title of the Plan) __________________________________ Marcy Syms Merns, President Syms Corp Syms Way Secaucus, New Jersey 07094 (Name and Address of Agent for Service) (201) 902-9600 (Telephone Number, Including Area Code, of Agent for Service) __________________________________ Copies to: Michael N. Rosen, Esq. Robinson Silverman Pearce Aronsohn & Berman LLP 1290 Avenue of the Americas New York, New York 10104 __________________________________ Approximate date of commencement of proposed sale to the public: Immedaitely upon the filing of this Registration Statement __________________________________ CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------- Proposed Maximum Proposed Title of Offering Maximum Securities Amount Price Aggregate Amount of to be to be Per Offering Registration Registered Registered Share(1) Price(1) Fee -------------------------------------------------------------------------- Common Stock, par value $.05 500,000(2) $4.13 $2,065,000 $545.16 --------------------------------------------------------------------------- (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) promulgated under the Securities Act based on the average high and low market prices of the Common Stock of the Company as reported on the New York Stock Exchange on August 18, 2000 ($4.13 per share). (2) Represents the increase in the total number of shares reserved for issuance under the Registrant's Amended and Restated Incentive Stock Option and Appreciation Plan (the "Plan"). An aggregate of 1,000,000 shares has been previously registered under a Post-Effective Amendment Number 1 to Form S-8 (Reg. No. 2-85554). This Registration Statement also covers such an indeterminate number of additional shares as may be issued pursuant to the antidilution provisions of the Plan. Page 1 STATEMENT UNDER GENERAL INSTRUCTION E REGISTRATION OF ADDITIONAL SECURITIES Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 500,000 shares of Common Stock, par value $.05 per share, of the Registrant reserved for issuance under the Registrant's Amended and Restated Incentive Stock Option and Appreciation Plan. This increase was approved by a majority vote of the Board of Directors of the Registrant in November, 1999, and approved by a majority vote of the stockholders in July, 2000. Pursuant to Instruction E, the contents of the Registrant's Registration Statement on Form S-8, File No. 2-85554, including without limitation periodic reports that the Registrant filed, or will file, after such Form S-8 to maintain current information about the Registrant, are hereby incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits 5.1 Opinion of Wolff & Samson, P.A., counsel to the Company, as to certain legal matters in connection with the shares of Common Stock being registered. 23.1 Consent of Wolff & Samson, P.A. (included as part of Exhibit 5.1). 23.2 Independent Auditors' Consent of Deloitte & Touche LLP. 24.1 Power of Attorney (included on signature page of this Registration Statement). Page 2 SIGNATURES 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 the City of Secaucus, State of New Jersey, on the 22nd day of August, 2000. SYMS CORP. By:/s/ Sy Syms -------------------------------- Sy Syms Chairman of the Board Page 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Sy Syms and Marcy Syms Merns, and each and any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or 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 has been signed by the following persons in the capacities and on the dates indicated. Name Title Date ---- ----- ---- /s/ Sy Syms Chairman of the Board August 22, 2000 -------------------- and Director Sy Syms /s/ Marcy Syms Merns President, Chief Executive August 22, 2000 -------------------- Officer, and Director Marcy Syms Merns /s/ Antone Moreira Vice President, Chief Financial August 22, 2000 -------------------- Officer, and Director Antone Moreira /s/ Harvey Weinberg Director August 22, 2000 -------------------- Harvey Weinberg /s/ David Messer Director August 22, 2000 -------------------- David Messer Page 4 EXHIBIT INDEX Exhibit No. Document 5.1 Opinion of Wolff & Samson, P.A., counsel to the Company, as to certain legal matters in connection with the shares of Common Stock being registered. 23.1 Consent of Wolff & Samson, P.A. (included as part of Exhibit 5.1). 23.2 Independent Auditors' Consent of Deloitte & Touche LLP. 24.1 Power of Attorney (included on signature page of this Registration Statement). Page 5