-----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, GOMZMs46ZlZmrnnqw7Yvz2N7ZfGqzZayjy7y/FADPu9YFsLgr9uj+My2R5Hj7U7p q461dsQCXquuSQqsbnwg/g== /in/edgar/work/20000822/0000889812-00-003623/0000889812-00-003623.txt : 20000922 0000889812-00-003623.hdr.sgml : 20000922 ACCESSION NUMBER: 0000889812-00-003623 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000822 EFFECTIVENESS DATE: 20000822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMS CORP CENTRAL INDEX KEY: 0000724742 STANDARD INDUSTRIAL CLASSIFICATION: [5651 ] IRS NUMBER: 222465228 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0301 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44254 FILM NUMBER: 707657 BUSINESS ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2019029600 MAIL ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 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 EX-5.1 2 0002.txt EXHIBIT 5.1 WOLFF & SAMSON, P.A. 5 Becker Farm Road Roseland, NJ 07068 August 22, 2000 Syms Corp Syms Way Secaucus, New Jersey 07094 Re: Syms Corp Registration Statement on Form S-8 -------------------------------------------- Ladies and Gentlemen: This opinion is rendered in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on behalf of Syms Corp, a New Jersey corporation (the "Company"), relating to 500,000 shares of the Company's Common Stock, $.05 par value per share (the "Shares"), to be issued upon the exercise of options granted or to be granted pursuant to the Company's Amended and Restated Incentive Stock Option and Appreciation Plan, as amended (the "Plan"). We have acted as special New Jersey counsel for the Company in connection with the Registration Statement. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the certificate of incorporation and by-laws of the Company, as amended, and such other corporate records, certificates of Company officers and public officials and other documents and have made such inquiries and investigations of law, as we have deemed relevant and necessary as the basis for the opinions hereinafter set forth. In our examination of the foregoing, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, telecopy or conformed copies thereof and the authenticity of the originals of all such documents. As to certain matters of fact material to the opinions expressed herein, we have relied solely and exclusively upon statements made in certificates of public officials and Company officers. We have conducted no independent inquiry or investigation into or with respect to any of the factual matters contained therein and have assumed the accuracy thereof without undertaking to verify the same. We are authorized to practice law in the State of New Jersey and we do not purport to be experts on, or to express any opinion hereunder concerning, any law other than the laws of the State of New Jersey (except the securities or "blue sky" laws thereof, as to which we express no opinion). Our opinions expressed herein are based upon existing laws, which laws are subject to change. Based upon the foregoing, and subject to the qualifications stated herein, we are of the opinion that: 1. The Company has been duly incorporated under the laws of the State of New Jersey. 2. The Shares, when issued in accordance with the terms of the Plan, including payment of the applicable purchase price, will be duly authorized, validly issued, fully paid and nonassessable under the laws of the State of New Jersey. This opinion is intended solely for your benefit and use and may not, without our prior written consent, be otherwise used or referred to and may not be relied upon in any manner or for any purpose by any other person or entity. This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Shares and to the use of our name wherever appearing in the Registration Statement and any amendment thereto. Very truly yours, /s/ Wolff & Samson, P.A. EX-23.2 3 0003.txt EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Syms Corp on Form S-8 of our report dated April 10, 2000, appearing in the Annual Report on Form 10-K of Syms Corp for the year ended February 26, 2000. /s/ DELOITTE & TOUCHE LLP Parsippany, New Jersey August 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----