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As filed with the Securities and Exchange
Commission on June 13, 1997 Registration No. 333-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
K&G MEN'S CENTER, INC.
(Exact name of issuer as specified in its charter)
Georgia 58-1898817
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1225 Chattahoochee Avenue
Atlanta, Georgia 30318
(Address of principal executive offices)
___________________
K&G MEN'S CENTER, INC.
EMPLOYMENT AGREEMENT WITH JOHN C. DANCU
(Full title of the plan)
___________________
John C. Dancu
Chief Operating Officer, Chief Financial Officer and Director
K&G Men's Center, Inc.
1225 Chattahoochee Avenue, NW
Atlanta, Georgia 30318
404/351-7987
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
J. Stephen Hufford, Esq.
Hunton & Williams
NationsBank Plaza - Suite 4100
600 Peachtree Street, N. E.
Atlanta, Georgia 30308-2216
404/888-4045
___________________
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee
- -------------------------------------------------------------------------------
Common Stock, 354,373
$.01 par value... shares (2) $19.875 $7,043,163 $2,134.29
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee. This
amount was calculated pursuant to Rule 457(c) on the basis of $19.875 per
share, which was the average of the high and low prices of the
registrant's Common Stock on the Nasdaq National Market System on June 11,
1997, as reported in The Wall Street Journal.
(2) Represents shares subject to options granted pursuant to an employee
benefit plan as defined in Rule 405.
===============================================================================
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I will be sent or
given to directors as specified in Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such information is
not required to be filed with the Securities and Exchange Commission (the
"Commission").
REOFFER PROSPECTUS
The material which follows,up to but not including the beginning of Part II
of this Registration Statement, constitutes a prospectus prepared in accordance
with the applicable requirements of Part I of Form S-3 and General Instruction C
to Form S-8, to be used in connection with resales of securities acquired under
the K&G Men's Center, Inc. Employment Agreement with John C. Dancu.
<PAGE>
PRELIMINARY REOFFER PROSPECTUS
SUBJECT TO COMPLETION
354,373 SHARES
K&G MEN'S CENTER, INC.
COMMON STOCK
________________
This Reoffer Prospectus relates to 354,373 shares (the "Shares") of the
common stock, $.01 par value per share (the "Common Stock"), of K&G Men's
Center, Inc., a Georgia corporation (the "Company" or "K&G"). The Shares are
subject to options previously granted to John C. Dancu, Chief Operating Officer,
Chief Financial Officer, Director and a shareholder of the Company (the "Selling
Shareholder"), and may be offered from time to time in transactions in the open
market, in negotiated transactions or a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholder may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholder and/or the purchasers of the Shares for whom such broker-
dealers may act as agents or to whom they sell as principals, or both (which
compensation, as to a particular broker-dealer, might be in excess of customary
commissions). The Selling Shareholder may be deemed to be an "underwriter"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"). See "Selling Shareholder" and "Sale of the Shares."
In connection with his employment by the Company in March 1995 and prior to
the Company's initial public offering in January 1996, the Selling Shareholder
was granted options ("Options") to purchase the Shares at $2.54 per share from
certain of the other principal and management Shareholders of the Company. The
Options vested upon consummation of the Company's initial public offering, but
have not yet been exercised by the Selling Shareholder. None of the proceeds
from the sale of the Shares by the Selling Shareholder will be received by the
Company. The Company has agreed to bear all expenses (other than selling
commissions) in connection with the registration and sale of the Shares being
offered by the Selling Shareholder.
The Common Stock is listed on the Nasdaq National Market under the symbol
"MENS." On June 11, 1997, the closing price of the Common Stock of the Company
reported on the Nasdaq National Market System was $20 3/4 per share.
See the "Risk Factors" section of this Reoffer Prospectus for certain
matters that should be considered by prospective purchasers of the Shares
offered hereby.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS REOFFER PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
ALL OFFERS AND SALES OF THE SHARES IN THE STATE OF NEW YORK MUST BE DONE
THROUGH A DEALER, BROKER OR SALESMAN REGISTERED IN THE STATE OF NEW YORK.
The date of this Reoffer Prospectus is June 13, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational and reporting requirements of
the Securities Exchange Act of 1934 as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, information statements and other
information filed by the Company with the Commission, as well as the
Registration Statement on Form S-3 covering the Shares to be sold pursuant to
this offering (the "Registration Statement"), of which this Reoffer Prospectus
is a part, are available for inspection and copying at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at certain regional offices of the
Commission located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates. The Commission maintains an Internet web-site that contains reports,
proxies and information statements and other information regarding registrants
that file electronically with the Commission. The address for the web-site is
"http:\www.sec.gov." The Company's Common Stock is listed on the Nasdaq National
Market and reports, proxy statements, information statements and other
information concerning the Company also may be inspected at its offices located
at 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION BY REFERENCE
Certain documents previously filed by the Company with the Commission are
incorporated by reference in this Reoffer Prospectus. See "Incorporation of
Certain Documents by Reference." Copies of any document incorporated herein by
reference (not including the exhibits thereto, unless such exhibits are
specifically incorporated by reference into the information that this Reoffer
Prospectus incorporates) are available without charge to any person to whom a
Reoffer Prospectus is delivered upon request to Mr. John C. Dancu, K&G Men's
Center, Inc., 1225 Chattahoochee Avenue, Atlanta, Georgia 30318, (404) 351-7987.
Exhibits to such documents may be obtained upon payment of the Company's
duplication and mailing expenses.
THE COMPANY
The Company is a rapidly growing superstore retailer of men's apparel and
accessories. K&G's stores offer first-quality, current-season men's apparel
comparable in quality to that of traditional department and fine specialty
stores, but at everyday low prices 30% to 70% below those typically charged by
such stores. The Company's merchandising strategy emphasizes broad and deep
assortments across all major menswear categories, including tailored clothing,
casual sportswear, dress furnishings, footwear and accessories. This dominant
merchandise selection, which includes brand name as well as private label
merchandise, positions the Company to attract a wide range of menswear customers
in each of its markets. In addition, the Company's philosophy of delivering
everyday value distinguishes K&G from other retailers that adopt a more
promotional pricing strategy.
The Company's 19 stores operating in 11 states are "destination" stores
located primarily in low-cost warehouses easily accessible from major highways
and thoroughfares. K&G's stores are open for business on Fridays, Saturdays and
Sundays only, typically for a total of 24 hours per week. The Company's stores
are operated under the names "K&G Men's Center" and "K&G MenSmart" east of the
Mississippi River and "T&C Men's Center" and "T&C MenSmart" west of the
Mississippi River. The Company pioneered the weekend strategy in menswear as a
means of responding to its customers' shopping habits and creating a sense of
urgency to purchase, while facilitating cost control and inventory
replenishment. This strategy is an integral element of the Company's retail
formula that emphasizes low operating costs, low mark-ups and high inventory
turnover to produce attractive store-level economics.
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The Company's business was founded in Georgia in 1989 and incorporated in
Georgia in June 1990. K&G's principal executive offices are located at 1225
Chattahoochee Avenue, Atlanta, Georgia 30318, and its telephone number is (404)
351-7987.
RISK FACTORS
Prospective investors should carefully consider the following risk factors,
in addition to the other information contained in this Reoffer Prospectus, in
evaluating an investment in the Common Stock offered hereby. This Reoffer
Prospectus contains certain forward-looking statements with respect to the
Company's operations, industry, financial condition and liquidity. These
statements reflect the Company's assessment of a number of risks and
uncertainties. The Company's actual results could differ materially from the
results anticipated in these forward-looking statements as a result of certain
factors set forth below.
SMALL STORE BASE
The Company opened its first store in 1989 and presently operates 19
stores. Of these stores, 11 were opened during the period from October 1995 to
April 1997. Prior to these openings, the last store opened by the Company was
its Cincinnati store in May 1994. Consequently, the Company has a relatively
limited history of opening and operating stores, and also previously closed two
stores due to those stores' financial underperformance. Moreover, the Company's
operating profits have historically been disproportionately generated by stores
that have been operating for longer periods of time. Due to these factors, the
results achieved to date by the Company's relatively small store base may not be
indicative of the results that may be achieved from a larger number of stores.
In addition, should any new store be unprofitable or should any existing store
experience a decline in profitability, the effect on the Company's results of
operations would be more significant than would be the case if the Company had a
larger store base. Although management believes that it has carefully planned
for the implementation of its expansion program, there can be no assurance that
such plans can be executed as envisioned or that the implementation of those
plans will not have an adverse effect on results of operations.
EXPANSION AND ITS ANTICIPATED FINANCIAL EFFECT
The Company's future operating results will depend largely upon its ability
to open and operate new stores successfully and to manage a larger business
profitably. The success of K&G's planned expansion strategy is dependent upon
many factors, including identifying suitable markets and sites for new stores,
negotiating leases with acceptable terms, building or refurbishing stores and
obtaining site financing. In addition, the Company must be able to continue to
hire, train and retain competent managers and store personnel. The failure of
the Company to achieve its expansion goals on a timely basis, obtain acceptance
in markets in which it currently has limited or no presence, attract and retain
qualified management and other personnel, appropriately upgrade its systems and
control or manage operating expenses could adversely affect the Company's future
operating results.
A variety of factors, including store location, store size, the time of
year when the store is opened and the level of initial advertising expenditures
influence if and when a store becomes profitable. Since October 1995, the
Company has opened 11 stores, more than doubling its store base to 19 stores.
The Company has opened two stores since the beginning of fiscal 1997, and
intends to open six more stores in fiscal 1997 and has no operating experience
in certain of the markets in which it expects to open new stores. The Company's
store base includes a relatively high proportion of younger stores, which have
yet to reach maturity. The Company's more mature stores historically have
produced higher sales per square foot and higher operating margins than its
younger stores. K&G's planned expansion is expected to produce a decrease in the
Company's overall sales per square foot and operating margins. Increases in the
level of advertising and pre-opening expenses associated with the opening of new
stores may also contribute to a decrease in the Company's operating margins.
Finally, opening new stores in
2
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existing markets may also reduce sales of existing stores in those markets,
negatively impacting comparable store sales.
MERCHANDISE AND MARKET TRENDS
The Company's success depends in part on its ability to anticipate and
respond to changing merchandise trends and consumer demands in a timely manner.
Accordingly, any failure by the Company to identify and respond to emerging
trends could adversely affect consumer acceptance of K&G's merchandise, which in
turn could adversely affect the Company's results of operations. If the Company
miscalculates either the market for the merchandise in its stores or its
customers' purchasing habits, it may be required to sell a significant amount of
inventory at below average mark-ups over the Company's cost, or below cost,
which could adversely affect the Company's financial condition and results of
operations. Furthermore, as with other retail businesses, the Company's
operations may be adversely affected by unfavorable local, regional or national
economic developments which result in reduced consumer spending in the markets
served by its stores.
Industry sources indicate that unit sales of men's suits have declined or
remained relatively constant over many years. This is primarily attributable to
men allocating a lower portion of their disposable income to tailored clothing
and to a trend toward more casual dressing in the workplace. Because men's
tailored clothing accounts for approximately 43% of the merchandise sold by the
Company, if unit sales continue to decline or remain relatively constant, there
can be no assurance that the Company will continue to be able to maintain or
increase its sales volume or maintain its profitability.
SEASONALITY AND QUARTERLY FLUCTUATIONS
The Company's business is affected by the seasonal pattern common to most
retailers. Historically, its highest net sales and operating income have been
experienced during the fourth quarter, which includes the holiday selling
season. During fiscal 1996, approximately 37% of the Company's net sales and
approximately 50% of its operating income were generated during the fourth
quarter. Accordingly, any adverse trend in net sales for such period could have
a material adverse effect upon the Company's profitability and could adversely
affect the Company's results of operations for the entire year.
In addition to seasonality, the Company's results of operations may
fluctuate from quarter to quarter as a result of the amount and timing of sales
contributed by new stores, the advertising and pre-opening expenses associated
with the opening of new stores and the integration of new stores into the
operations of the Company, as well as other factors.
VENDOR RELATIONSHIPS
The Company's business is dependent upon its ability to purchase first-
quality, current-season, brand name and private label merchandise at competitive
prices. A disruption of vendor relationships could adversely affect the
Company's business. Although management believes that the Company's relations
with its vendors currently are satisfactory and that the Company currently has
adequate sources of brand name and private label merchandise, there can be no
assurance that the Company will be able to acquire such merchandise, especially
on an opportunistic, in-season basis, to the extent it has in the past. As the
Company's store base grows, management expects the percentage of opportunistic,
in-season purchases made by the Company to decrease.
COMPETITION
The market for menswear is highly fragmented and competitive. The Company
faces intense competition for customers and for access to quality merchandise
from traditional department stores, specialty retailers and off-price retail
chains, including other retailers that have developed their own menswear
superstore formats. Certain of the Company's competitors have recently been the
subject of bankruptcy proceedings, which can produce intense
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price competition in the industry as a result of promotional activity. Many of
the Company's competitors have greater financial and other resources than the
Company, and there can be no assurance that the Company will be able to compete
successfully with these competitors in the future.
RELIANCE ON KEY PERSONNEL
The Company believes that its continued success will depend to a
significant extent upon the efforts and abilities of Stephen H. Greenspan, its
Chairman, President and Chief Executive Officer. The loss of Mr. Greenspan's
services could have a material adverse effect on the Company. The Company's
continued success is also dependent upon its ability to attract and retain
qualified employees to meet the Company's needs during expansion.
ANTI-TAKEOVER PROVISIONS
The Company's Articles of Incorporation and Bylaws contain provisions that
may discourage other persons from attempting to acquire control of the Company,
including, without limitation, a classified Board of Directors and procedural
requirements in connection with shareholder proposals or director nominations.
In addition, the Company has available for issuance 2,000,000 shares of
Preferred Stock, $.01 par value per share, which the Board of Directors of the
Company is authorized to issue, in one or more series, without any further
action on the part of the shareholders. Each of these provisions could render
more difficult or discourage an attempt by a third party to obtain control of
the Company. In the event the Company issues a series of Preferred Stock in the
future that has preference over the Common Stock with respect to the payment of
dividends and upon the Company's liquidation, dissolution or winding up, the
rights of the holders of the Common Stock offered hereby could be adversely
affected.
STOCK PRICE VOLATILITY
The market price of the Company's Common Stock has risen substantially
since the Company's initial public offering in January 1996. The Company's
Common Stock is quoted on the Nasdaq National Market, which has experienced and
is likely to experience in the future significant price and volume fluctuations
which could adversely affect the market price of the Common Stock without regard
to the operating performance of the Company. In addition, the Company believes
that factors such as quarterly fluctuations in the financial results of the
Company, the Company's comparable store sales results, announcements by other
apparel retailers, the overall economy and the condition of the financial
markets could cause the price of the Common Stock to fluctuate substantially.
SELLING SHAREHOLDER
This Reoffer Prospectus relates to possible sales by the Selling
Shareholder of Shares the Selling Shareholder may acquire upon the exercise of
the Options granted under the Plan. The number of Shares of Common Stock which
may be sold by the Selling Shareholder from time to time will be updated in
supplements to this Reoffer Prospectus, which will be filed with the Commission
in accordance with Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act"). As of the date hereof, none of such Shares are presently
offered for sale. The Selling Shareholder is a director, executive officer and
employee of the Company. The address of the Selling Shareholder is the same as
the Company's address.
Maximum Number of Shares Which
Selling Shareholder May be Sold Upon Exercise of Options
------------------- ------------------------------------
John C. Dancu 354,373
4
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SALE OF THE SHARES
The sale of the Shares by the Selling Shareholder may be effected from time
to time in transactions on The Nasdaq National Market, where the Company's
Common Stock is included for quotation, in the open market, in negotiated
transactions or through a combination of such methods of sale, at fixed prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Shareholder may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholder and/or the
purchasers of the Shares for which such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation).
The Selling Shareholder and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and the profit on any resale of the Shares as principals might be deemed to
be underwriting discounts and commissions under the Securities Act. The
ownership by the Selling Shareholder of the Shares as shown under "Selling
Shareholder" above does not necessarily cause the Selling Shareholder to be
deemed to be "controlling persons" of the Company within the meaning of the
Securities Act and any offer of the Shares for sale should not be construed as a
recommendation by the Selling Shareholder of the merits of an investment in the
Common Stock.
DESCRIPTION OF THE PLAN
In March 1995, the Selling Shareholder was hired as the Chief Financial
Officer of the Company. In connection with his employment by the Company,
certain of the then existing principal and management shareholders granted to
the Selling Shareholder, on a pro-rata basis, the Options. Pursuant to the
Options, which vested upon consummation of the Company's initial public offering
in January 1996, the Selling Shareholder has a right to acquire the Shares at an
exercise price of $2.54 per share. The payment of the option price must be made
in cash. The Selling Shareholder has yet to exercise the Options. None of the
proceeds from the sale of the Shares by the Selling Shareholder upon exercise of
the Options will be received by the Company.
LEGAL MATTERS
A legal opinion to the effect that the Shares are legally issued, fully
paid and nonassessable has been rendered by Hunton & Williams, NationsBank
Plaza, Suite 4100, 600 Peachtree Street, NE, Atlanta, Georgia 30308-2216.
EXPERTS
The consolidated financial statements of K&G Men's Center, Inc. as of and
for the years ended January 29, 1995, January 28, 1996 and February 2, 1997,
included and incorporated by reference in this Reoffer Prospectus and elsewhere
in the Registration Statement have been audited by Arthur Andersen, LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.
5
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by K&G Men's Center, Inc. (the "Company")
with the Commission are incorporated herein by reference and made a part hereof:
(i) The Company's Annual Report on Form 10-K for the year ended
February 2, 1997; and
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
May 4, 1997; and
(iii) The description of the Company's Common Stock, $.01 par value per
share, contained in the Company's Registration Statement on
Form 8-A.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that 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. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that is incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 14-2-851 and 14-2-857 of the Georgia Business Corporation Code
(the "Code") provide that under certain circumstances a corporation may
indemnify its directors and officers against civil and criminal liabilities
incurred because such persons are directors and/or officers. Under such
sections, directors and officers may be indemnified if they acted in good faith,
and they reasonably believed that (i) in the case of conduct in his or her
official capacity, such conduct was in the best interests of the corporation;
and (ii) in all other cases, that such conduct was at least not opposed to the
best interests of the corporation, and with respect to any criminal action, if
they had no reasonable cause to believe their conduct was unlawful. A
corporation may not indemnify a director or officer in connection with (i) a
proceeding by or in the right of the corporation except for reasonable expenses
incurred if it is determined that the director and/or officer met the relevant
standard of conduct under such section; or (ii) any other proceeding in which he
was adjudged liable on the basis that personal benefit was improperly
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received by him. The statutory indemnification is not exclusive of any rights
provided by any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, as well as certain provisions of the Code which provide
mandatory and court-ordered indemnification of directors and/or officers under
certain circumstances.
Article VI of the Company's Amended and Restated Articles of Incorporation
sets forth the extent to which the Company's directors and officers may be
indemnified against liabilities and other monetary expenses which they may incur
while serving in such capacities. Such indemnification will be provided to the
full extent permitted and in the manner required by the Code, as it now exists
or may in the future be amended. Article Eight of the Company's Amended and
Restated Bylaws also provides that the Company may indemnify those persons whom
it is entitled to indemnify under Article 8, Part 5 of the Code for those
amounts authorized under such statutory provisions; provided, however,
indemnification shall only be made upon compliance with the requirements of such
statutory provisions and only in those circumstances in which indemnification is
authorized under those provisions; provided further, however, that pursuant to
the Company's Amended and Restated Articles of Incorporation, the Company's
directors shall be entitled to indemnification to the fullest extent permitted
with shareholder approval under Section 14-2-856 of the Code.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
a. The following exhibits are furnished herewith or incorporated by
reference into this Registration Statement:
Exhibit No.
- -----------
4.3* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
10.4* Employment Agreement, dated as of March 25, 1995, between K&G
Men's Center, Inc. and John C. Dancu.
23.1 Consent of Arthur Andersen, LLP, independent public
accountants.
23.2 Consent of Hunton & Williams (included as part of Exhibit 5).
24 Power of Attorney (included as part of signature page).
________________
* Incorporated by reference to exhibit of the same number to the Company's
Form S-1 Registration Statement (Registration No. 33-80025).
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
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(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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 and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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 deemed to 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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Atlanta, Georgia, State of Georgia on this 13th day
of June, 1997.
K&G MEN'S CENTER, INC.
By /s/ Stephen H. Greenspan
------------------------
Stephen H. Greenspan
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Stephen H. Greenspan and John C. Dancu, or either of them, the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, to sign any related registration
statement filed pursuant to Rule 462(b) of the Securities Act, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully for all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on June 13, 1997.
Signature Title
/s/ Stephen H. Greenspan Chairman of the Board, President and
- --------------------------- Chief Executive Officer (principal
Stephen H. Greenspan executive officer)
/s/ John C. Dancu Chief Operating Officer, Chief
- --------------------------- Financial Officer and Director (principal
John C. Dancu financial and accounting officer)
/s/ Campbell B. Lanier, III Director
- ---------------------------
Campbell B. Lanier, III
/s/ W. Scott Miller Director
- ---------------------------
W. Scott Miller
/s/ W. Paul Ruben Director
- ---------------------------
W. Paul Ruben
/s/ James Inglis Director
- ---------------------------
James Inglis
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.3* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
10.4* Employment Agreement, dated as of March 25, 1995, between K&G
Men's Center, Inc. and John C. Dancu
23.1 Consent of Arthur Andersen, LLP, independent public
accountants.
23.2 Consent of Hunton & Williams (included as part of Exhibit 5).
24 Power of Attorney (included as part of signature page).
_______________
* Incorporated by reference to exhibit of the same number to the Company's
Form S-1 Registration Statement (Registration No. 33-80025).
II-5
<PAGE>
[LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE]
June 13, 1997
K&G Men's Center, Inc.
1225 Chattahoochee Avenue, N.W.
Atlanta, Georgia 30318
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for K&G Men's Center, Inc., a Georgia corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to the Company's Registration Statement on Form S-8
(the "Registration Statement"), of 354,373 Shares (the "Shares") of the
Company's authorized common stock, $.01 par value per share, under the Company's
Employment Agreement with John C. Dancu (the "Dancu Employment Agreement").
We have examined and are familiar with originals or copies (certified or
otherwise identified to our satisfaction) of such documents, corporate records
and other instruments relating to the organization of the Company and to the
authorization and issuance of the Shares subject to the Dancu Employment
Agreement, as appropriate, as we have deemed necessary and advisable.
Based upon the foregoing and having regard for such legal considerations as
we deem relevant, it is our opinion that the 354,373 Shares subject to the Dancu
Employment Agreement will be, upon issuance, sale and delivery as contemplated
therein and in the Registration Statement, legally issued, fully paid and non-
assessable.
We do hereby consent to the filing of this Opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Hunton & Williams
---------------------
Hunton & Williams
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in K&G Men's Center, Inc.'s Form S-8 Registration Statement of our
report dated March 17, 1997 appearing on page F-2 of K&G Men's Center, Inc.'s
Form 10-K for the year ended February 2, 1997.
Atlanta, Georgia
June 9, 1997
