-----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, DQS4OXG2nsTHpuVLtFJP0U9zmpFlJttjGp7WuaW1C3/u8eCRPYp9Wnr9+lllT2eA WZUt2BdUjh0Zo6OkXYj7bg== 0001047469-98-004103.txt : 19980209 0001047469-98-004103.hdr.sgml : 19980209 ACCESSION NUMBER: 0001047469-98-004103 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980206 EFFECTIVENESS DATE: 19980206 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINGERHUT COMPANIES INC CENTRAL INDEX KEY: 0000740126 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411396490 STATE OF INCORPORATION: MN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45781 FILM NUMBER: 98524380 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 1 S-8 As filed with the Securities and Exchange Commission on February 6, 1998 Registration No. 333-_____ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ----------------- FINGERHUT COMPANIES, INC. (Exact name of registrant as specified in its charter) Minnesota 41-1396490 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4400 Baker Road Minnetonka, Minnesota 55343 (Address of Principal Executive Offices) (Zip Code) Fingerhut Corporation Profit Sharing and 401(k) Savings Plan Fingerhut Corporation Fixed Contribution Retirement Plan Fingerhut Retirement Plan Figi's Inc. Profit Sharing and 401(k) Savings Plan TDI Bargaining Unit Retirement Plan (Full title of the plans) Copy to: Michael P. Sherman, Esq. Timothy S. Hearn Esq. Fingerhut Companies, Inc. Dorsey & Whitney LLP 4400 Baker Road Pillsbury Center South Minnetonka, Minnesota 55343 220 South Sixth Street (Name and address of agent for service) Minneapolis, Minnesota 55402 (612) 932-3585 (Telephone number, including area code, of agent for service) ----------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount of Title of securities to be Amount to be offering price per aggregate offering registration registered registered share(1) price fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value, to be issued pursuant to the Plans (2) 500,000 shares $22.00 $11,000,000.00 $3,245.00 Interests in the Plans described herein (3) (3) (3) (3) (3) - ------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based on the average of the high and low prices for shares of the registrant's Common Stock as reported on the New York Stock Exchange composite tape on February 3, 1998. (2) This registration statement registers the number of shares of Common Stock indicated for each of the following plans: Fingerhut Corporation Profit Sharing and 401(k) Savings Plan (380,000 shares); Fingerhut Corporation Fixed Contribution Retirement Plan (40,000 shares); Fingerhut Retirement Plan (20,000 shares); Figi's Inc. Profit Sharing and 401(k) Savings Plan (40,000 shares); and TDI Bargaining Unit Retirement Plan (20,000 shares). (3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents that have been filed by Fingerhut Companies, Inc. (the "Company") with the Securities and Exchange Commission are incorporated by reference in this Registration Statement, as of their respective dates: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 27, 1996; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 28, 1997, June 27, 1997, and September 26, 1997; and (c) The description of the Company'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, as amended, and declared effective on April 25, 1990 and any amendment or reports filed for the purpose of updating such description filed subsequent to the date of this Registration Statement and prior to the termination of the offering described herein. All documents filed by the Company or by the Fingerhut Corporation Profit Sharing and 401(k) Savings Plan, the Fingerhut Corporation Fixed Contribution Retirement Plan, the Fingerhut Retirement Plan, the Figi's Inc. Profit Sharing and 401(k) Savings Plan and the TDI Bargaining Unit Retirement Plan (the "Plans") pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and 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 into this Registration Statement and to be a part hereof from the respective dates of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES The description of the Company's capital stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 521 of the Minnesota Business Corporation Act (the "MBCA") generally provides that unless its articles or bylaws provide otherwise, a corporation shall indemnify officers and directors made or threatened to be made a party to a proceeding by reason of any such person's present or former official capacity as a director or officer against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (1) has not been indemnified by another party for the same amounts in connection with the proceeding with respect to the same acts or omissions; (2) acted in good faith; (3) -2- received no improper personal benefit and the procedures for director conflicts of interest, if applicable, have been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation. The MBCA provides that unless a corporation's articles of incorporation or bylaws provide otherwise, if a person is made or threatened to be made a party to a proceeding, the person is entitled, upon written request to the corporation, to payment or reimbursement by the corporation of reasonable expenses, including attorney's fees and disbursements, incurred by the person in advance of the final disposition of the proceeding (a) upon receipt by the corporation of a written affirmation by the person of a good faith belief that the criteria for indemnification have been satisfied and a written undertaking by the person to repay all amounts so paid or reimbursed by the corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied, and (b) after a determination that the facts then known to those making the determination would not preclude indemnification. The MBCA also permits a corporation to purchase and maintain insurance on behalf of a person in that person's official capacity against any liability asserted against and incurred by the person in or arising from that capacity whether or not the corporation would have been required to indemnify the person against the liability. The Bylaws of the Company provide for indemnification of its officers and directors to the fullest extent permitted under the MBCA. The Company currently maintains a policy insuring, subject to certain exceptions, its directors and officers and the directors and officers of its subsidiaries against liabilities which may be incurred by such persons acting in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Number Description - ------ ----------- 23.1 Consent of KPMG Peat Marwick LLP, Independent Public Accountants. 24.1 Powers of Attorney. The Company will submit or has submitted the Plans and any amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plans. ITEM 9. UNDERTAKINGS A. POST-EFFECTIVE AMENDMENTS 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: -3- (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, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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 (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining 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 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE The 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 15(d) of the Securities Exchange Act of 1934 (and 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. CLAIMS FOR INDEMNIFICATION 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 -4- 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 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 February 6, 1998. 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. By /s/ Theodore Deikel Dated: February 6, 1998 ---------------------------------------- Theodore Deikel Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) By /s/ Gerald T. Knight Dated: February 6, 1998 ---------------------------------------- Gerald T. Knight Senior Vice President and Chief Financial Officer (Principal Financial Officer) By /s/ Thomas C. Vogt Dated: February 6, 1998 ---------------------------------------- Thomas C. Vogt Corporate Controller (Principal Accounting Officer) By * ---------------------------------------- Wendell S. Anderson Director By ---------------------------------------- Edwin C. Gage Director By * ---------------------------------------- Stanley S. Hubbard Director By * ---------------------------------------- Kenneth A. Macke Director By ---------------------------------------- Dudley C. Mecum Director By * ---------------------------------------- John M. Morrison Director By * ---------------------------------------- Christina L. Shea Director * By /s/ Michael P. Sherman ---------------------------------------- Michael P. Sherman Dated: February 6, 1998 Attorney-in-Fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Plans have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka, State of Minnesota, on February 6, 1998. FINGERHUT CORPORATION PROFIT SHARING AND 401(K) SAVINGS PLAN By: Fingerhut Companies, Inc. By /s/ Michael P. Sherman ------------------------------------- Its: Senior Vice President, Business Development ----------------------------- FINGERHUT CORPORATION FIXED CONTRIBUTION RETIREMENT PLAN By: Fingerhut Companies, Inc. By /s/ Michael P. Sherman ------------------------------------- Its: Senior Vice President, Business Development ----------------------------- FINGERHUT RETIREMENT PLAN By: Fingerhut Companies, Inc. By /s/ Michael P. Sherman ------------------------------------- Its: Senior Vice President, Business Development ----------------------------- FIGI'S INC. PROFIT SHARING AND 401(K) SAVINGS PLAN By: Fingerhut Companies, Inc. By /s/ Michael P. Sherman ------------------------------------- Its: Senior Vice President, Business Development ----------------------------- TDI BARGAINING UNIT RETIREMENT PLAN By: Fingerhut Companies, Inc. By /s/ Michael P. Sherman ------------------------------------- Its: Senior Vice President, Business Development ----------------------------- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 23.1 Consent of KPMG Peat Marwick LLP, Independent Public Accountants. 24.1 Powers of Attorney. EX-23.1 2 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors Fingerhut Companies, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of Fingerhut Companies, Inc. 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 stockholder's 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. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Minneapolis, Minnesota February 4, 1998 EX-24.1 3 EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Theodore Deikel and Michael P. Sherman and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of (i) the Fingerhut Corporation Profit Sharing and 401(k) Savings Plan, (ii) the Fingerhut Corporation Fixed Contribution Retirement Plan, (iii) the Fingerhut Retirement Plan, (iv) the TDI Bargaining Unit Retirement Plan and (v) the Figi's Inc. Profit Sharing and 401(k) Savings Plan (the "Plans"), with respect to shares of Common Stock of Fingerhut Companies, Inc. to be issued under the Plans and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any necessary state securities commissions or other agencies, granting unto said attorneys-in-fact and agents, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitutes for such attorneys-in-fact and agents, duly lawfully do or cause to be done by virtue hereof. Signature Date --------- ---- By /s/ Wendell S. Anderson Dated: February 5, 1998 ----------------------------------------- ------------- Wendell S. Anderson Director By Dated: , 1998 ----------------------------------------- ------------- Edwin C. Gage Director By /s/ Stanley S. Hubbard Dated: February 5, 1998 ----------------------------------------- ------------- Stanley S. Hubbard Director By /s/ Kenneth A. Macke Dated: January 30, 1998 ----------------------------------------- ------------- Kenneth A. Macke Director By Dated: , 1998 ----------------------------------------- ------------- Dudley C. Mecum Director By /s/ John M. Morrison Dated: February 5, 1998 ----------------------------------------- ------------- John M. Morrison Director By /s/ Christina L. Shea Dated: February 1, 1998 ----------------------------------------- ------------- Christina L. Shea Director -----END PRIVACY-ENHANCED MESSAGE-----