-----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, O7vAsMn8Yeza07KviZgVjAurz0jgXCFb17xgbp/g5XODYO8emtVF4LTUSZrs0KQy EIfvoVbCW0FfZ4idUAiV1w== 0000740126-97-000028.txt : 19980708 0000740126-97-000028.hdr.sgml : 19980708 ACCESSION NUMBER: 0000740126-97-000028 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971222 EFFECTIVENESS DATE: 19971222 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINGERHUT COMPANIES INC CENTRAL INDEX KEY: 0000740126 STANDARD INDUSTRIAL CLASSIFICATION: 5961 IRS NUMBER: 411396490 STATE OF INCORPORATION: MN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-08980 FILM NUMBER: 97742486 BUSINESS ADDRESS: STREET 1: 4400 BAKER RD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129323100 MAIL ADDRESS: STREET 2: 4400 BAKER ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 S-8 POS 1 As filed with the Securities and Exchange Commission on December 22, 1997 Registration No. 333-28501 ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 _______________ FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ FINGERHUT COMPANIES, INC. (Exact name of registrant as specified in its charter) Minnesota 41-1396490 (State of (I.R.S. Employer Incorporation) Identification No.) 4400 Baker Road Minnetonka, Minnesota 55343 (Address of Principal Executive Offices) Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan (Full Title of the Plan) _______________ Michael P. Sherman, Esq. Fingerhut Companies, Inc. 4400 Baker Road Minnetonka, Minnesota 55343 (Name and address of agent for service) (612) 932-3585 (Telephone Number of Agent for Service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Amount to Maximum Maximum Amount Securities to be be Offering Aggregate of Registered Registered Price Per Offering Registration Share (1) Price Fee Common Stock, par value $.01 per 100,000 $19.46875 $1,946,875 $574.33 share. . . . . . . shares(2) (1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, and based on the average of the high and low sale prices as reported on the New York Stock Exchange composite tape on December 18, 1997. (2) This registration statement also covers such additional number of shares as may be issuable or saleable by reason of the operation of the antidilution provisions of the Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan. _____________________________________________________________________________ This Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form S-8 is being filed solely to register additional securities of the same class as other securities for which a Form S-8 has previously been filed. The contents of the previous Registration Statement on Form S-8 (File No. 333-28501) are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this registration statement: a. Annual Report on Form 10-K for the fiscal year ended December 27, 1996; b. Quarterly Reports on Forms 10-Q for the quarters ended March 28, 1997; June 27, 1997 and September 26, 1997; and c. The description of the Registrant's Common Stock, contained in the Company's Registration Statement on Form 8-A (File No. 1-8668) filed pursuant to Section 12 of the Securities Exchange Act of 1934 and declared effective on April 25, 1990. All documents filed by the Registrant (File No. 1-8668) pursuant to Sections 13(a), 13(c), 14 and 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 hereof from the date of filing of such documents. Item 8. Exhibits Exhibit Number Description of Exhibit 5 Opinion of Michael P. Sherman, Esq. 10 Amended and Restated Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10 to Registrant's Registration Statement on Form S-8 (File No. 333-28501)). 24(a) Consent of KPMG Peat Marwick LLP. 24(b) Consent of Michael P. Sherman, Esq. (included with Exhibit 5). 25 Powers of Attorney (Incorporated by reference to Exhibit 25 to Registrant's Registration Statement on Form S-8 (File No. 333-28501)). 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 Minnetonka, State of Minnesota, on December 22, 1997. FINGERHUT COMPANIES, INC. By /s/ Theodore Deikel Theodore Deikel (Chairman of the Board, Chief Executive Officer and President) 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. Signature Title Date /s/ Theodore Deikel Chairman of the Board, December 22, 1997 Theodore Deikel Chief Executive Officer and President; and Director (Principal Executive Officer) /s/ Gerald T. Knight Senior Vice President, December 22, 1997 Gerald T. Knight Chief Financial Officer (Principal Financial Officer) /s/ Thomas C. Vogt Corporate Controller December 19, 1997 Thomas C. Vogt (Principal Accounting Officer) * Director December 22, 1997 Wendell R. Anderson * Director December 22, 1997 Edwin C. Gage _____________________________ Director December __, 1997 Stanley S. Hubbard * Director December 22, 1997 Kenneth A. Macke * Director December 22, 1997 Dudley C. Mecum * Director December 22, 1997 John M. Morrison * Director December 22, 1997 Christina L. Shea (nee Christina L. Steiner) *By /s/ Michael P. Sherman Michael P. Sherman as attorney-in-fact. EX-5 2 December 22, 1997 Fingerhut Companies, Inc. 4400 Baker Road Minnetonka, Minnesota 55343 Re: Registration Statement on Form S-8 Gentlemen and Ladies: As General Counsel of Fingerhut Companies, Inc. (the "Company") and head of its Legal Department, I am delivering this opinion in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement"), relating to the registration of 100,000 shares of the Company's common stock, $.01 par value per share (the "Common Stock"), issuable pursuant to the Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan (the "Plan"). In that regard, I or attorneys on my staff have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and certificates as we have deemed necessary for purposes of this opinion, including the following: (a) The Company's Articles of Incorporation, as amended through the date hereof; (b) The Company's Bylaws, as amended through the date hereof; (c) Certain corporate resolutions, including resolutions of the Company's shareholders and/or Board of Directors pertaining to the Plan; (d) The Plan; and (e) The Registration Statement as it is currently proposed to be filed with the Securities and Exchange Commission. Based on the foregoing, I am of the opinion that: 1. The Company was duly incorporated under the laws of the State of Minnesota and is now a validly organized and existing corporation under the laws of that State. 2. The shares of Common Stock which are being registered pursuant to the Registration Statement have been duly authorized and, when issued pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/Michael P. Sherman Michael P. Sherman General Counsel EX-24 3 Exhibit 24(a) Consent of Independent Certified Public Accountants The Board of Directors Fingerhut Companies, Inc. We consent to incorporation by reference to the registration statement on Form S-8 of Fingerhut Companies, Inc. and subsidiaries of our reports dated January 22, 1997 relating to the consolidated statements of financial position of Fingerhut Companies, Inc. as of December 27, 1996 and December 29, 1995 and the related consolidated statements of earnings, changes in stockholders' equity and cash flows and the related financial statement schedule for each of the years in the three-year period ended December 27, 1996, which reports appear in or are incorporated by reference in the December 27, 1996 annual report on Form 10-K of Fingerhut Companies, Inc. Minneapolis, Minnesota December 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----