-----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, DfZYychFkvhRIBzzxhpzlMnfbnm86Etxf6Gd0OtkXZ0UiNpP8GZYXOi9rymfpIx+ 3tPHogADC+Equ40Pm6bnsw== 0000950135-01-500601.txt : 20010416 0000950135-01-500601.hdr.sgml : 20010416 ACCESSION NUMBER: 0000950135-01-500601 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010413 EFFECTIVENESS DATE: 20010413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEIMAN MARCUS GROUP INC CENTRAL INDEX KEY: 0000819539 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 954119509 STATE OF INCORPORATION: DE FISCAL YEAR END: 0801 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58906 FILM NUMBER: 1602163 BUSINESS ADDRESS: STREET 1: 27 BOYLSTON ST STREET 2: P O BOX 9187 CITY: CHESTNUT HILL STATE: MA ZIP: 02467 BUSINESS PHONE: 6172320760 MAIL ADDRESS: STREET 1: 27 BOYLSTON ST STREET 2: P O BOX 9187 CITY: CHESTNUT HILL STATE: MA ZIP: 02467 S-8 1 b38946nms-8.txt THE NEIMAN MARCUS GROUP, INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE NEIMAN MARCUS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 95-4119509 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 27 Boylston Street, Chestnut Hill, MA 02467 (Address of Principal Executive Offices) THE NEIMAN MARCUS GROUP, INC. 1997 INCENTIVE PLAN (Full Title of the Plan) ERIC P. GELLER, ESQ. Senior Vice President and General Counsel 27 Boylston Street Chestnut Hill, MA 02467 (Name and Address of Agent for Service) 617-232-8200 (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE ====================================================================================================== Proposed Title of Proposed Maximum Securities Amount Maximum Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share (1) Price (2) Fee (3) Class A 2,400,000 shares $ 31.21 $ 74,904,000 $ 18,726 Common Stock ======================================================================================================
1. This estimate is made solely for the purpose of determining the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended, (the "Securities Act") based upon $31.21, the average of the high and low prices of the Class A Common Stock of the Registrant on April 10, 2001, as reported on the New York Stock Exchange. 2. Estimate solely for the purpose of calculating the registration fee. 3. The registration fee has been calculated pursuant to Section 6(b) of the Securities Act. 2 PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The contents of the Registrant's Registration Statement on Form S-8, previously filed with the Securities and Exchange Commission (File No. 333-35829) are hereby incorporated by reference. This Registration Statement registers additional securities of the same class as the securities registered by such prior registration statement, and the securities registered hereby will be issued pursuant to the Incentive Plan referred to in such prior registration statement. ITEM 8. EXHIBITS See Exhibit Index immediately following the signature page. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Newton, Commonwealth of Massachusetts, on April 13, 2001. THE NEIMAN MARCUS GROUP, INC. By: /s/ Robert A. Smith ----------------------------------------- Robert A. Smith Co-Chief Executive Officer By: /s/ Brian J. Knez ------------------------------------------ Brian J. Knez Co-Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. SIGNATURES
Name Title Date ---- ----- ---- PRINCIPAL EXECUTIVE OFFICERS: /s/ Robert A. Smith Co-Chief Executive Officer April 13, 2001 - -------------------------------------- Robert A. Smith /s/ Brian J. Knez Co-Chief Executive Officer April 13, 2001 - -------------------------------------- Brian J. Knez PRINCIPAL FINANCIAL OFFICER: /s/ John R. Cook Senior Vice President and April 13, 2001 - -------------------------------------- Chief Financial Officer John R. Cook PRINCIPAL ACCOUNTING OFFICER: /s/ Catherine N. Janowski Vice President and Controller April 13, 2001 - -------------------------------------- Catherine N. Janowski
4 DIRECTORS: /s/ John R. Cook April 13, 2001 - -------------------------------------- John R. Cook /s/ Matina S. Horner April 13, 2001 - -------------------------------------- Matina S. Horner /s/ Brian J. Knez April 13, 2001 - -------------------------------------- Brian J. Knez /s/ Vincent M. O'Reilly April 13, 2001 - -------------------------------------- Vincent M. O'Reilly /s/ Walter J. Salmon April 13, 2001 - -------------------------------------- Walter J. Salmon /s/ Richard A. Smith April 13, 2001 - -------------------------------------- Richard A. Smith /s/ Robert A. Smith April 13, 2001 - -------------------------------------- Robert A. Smith
5 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4(a) Restated Certificate of Incorporation of the Company, incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1999. 4(b) Certificates of Designation with respect to Series A Junior Participating Preferred Stock, Series B Junior Participating Preferred Stock and Series C Junior Participating Preferred Stock, incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1999. 4(c) By-Laws of the Company, incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1999. 5 Opinion of Eric P. Geller, Esq., Senior Vice President and General Counsel of The Neiman Marcus Group, Inc. 23.1 Consent of Deloitte and Touche LLP. 23.2 Consent of Eric P. Geller, Esq. (Contained in Exhibit 5) 99 The Neiman Marcus Group, Inc. 1997 Incentive Plan, as amended, incorporated herein by reference to the Registrant's Quarterly Report on Form 10Q for the quarter ended January 29, 2000. EX-5 2 b38946nmex5.txt OPINION OF ERIC P. GELLER ESQ 1 EXHIBIT 5 2 April 13, 2001 The Neiman Marcus Group, Inc. 27 Boylston Street Chestnut Hill, Massachusetts 02467 Dear Sirs: In my capacity as Senior Vice President and General Counsel of The Neiman Marcus Group, Inc. (the "Company"), I have acted as counsel to the Company in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") which is being filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), contemporaneously herewith. The Registration Statement relates to 2,400,000 shares (the "Shares") of Class A Common Stock, $0.01 par value, of the Company issuable upon the exercise of options, rights and awards which may be granted under the Company's 1997 Incentive Plan (the "Plan"). I am familiar with the Company's Restated Certificate of Incorporation and its By-Laws, both as amended to date. In addition, I (or a member of my legal staff) have examined resolutions of the Board of Directors of the Company, the Registration Statement and such other documents, certificates and records as I have deemed necessary to enable me to render this opinion. I am an attorney admitted to practice in the Commonwealth of Massachusetts. I express no opinion concerning the laws of any other jurisdiction other than the laws of the United States of America and the General Corporation law of the State of Delaware. I have assumed that the Shares to be issued upon the exercise of options, rights and awards under the Plan will be issued only upon payment (or achievement of performance goals) as provided in the Plan. I have also assumed that all requisite steps will be taken to comply with the requirements of the Act, applicable state laws regulating the offer and sale of securities and the requirements of the New York Stock Exchange. Based upon the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that: 1. The Company is duly organized and existing as a corporation in good standing under the laws of the State of Delaware. 2. The Shares have been duly authorized by all necessary action on the part of the Company and, when issued and paid for (if any such payment is so required) upon the exercise of options, rights and awards pursuant to the terms and conditions of the Plan, will be legally issued, fully paid and nonassessable shares of the Company's Class A Common Stock. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 3 Very truly yours, /s/ Eric P. Geller Eric P. Geller Senior Vice President and General Counsel EX-23.1 3 b38946nmex23-1.txt CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.1 2 INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this Registration Statement of The Neiman Marcus Group, Inc. and subsidiaries on Form S-8 of our reports dated August 31, 2000, appearing in and incorporated by reference in the Annual Report on Form 10-K of The Neiman Marcus Group, Inc. for the year ended July 29, 2000. Deloitte and Touche LLP Boston, Massachusetts April 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----