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As filed with the Securities and Exchange
Commission on March 19, 1997 Registration No. 333-_______
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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)
1750-A Ellsworth Industrial Blvd.
Atlanta, Georgia 30318
(Address of principal executive offices)
___________________
K&G MEN'S CENTER, INC.
STOCK OPTION PLAN FOR EMPLOYEES
(Full title of the plan)
___________________
John C. Dancu
Chief Financial Officer
K&G Men's Center, Inc.
1750-A Ellsworth Industrial Blvd.
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
___________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
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Common Stock, $.01 562,500 $29.375 $16,523,437.50 $5,007.00
par value.................. shares
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</TABLE>
(1) Estimated solely for the purpose of computing the registration
fee. This amount was calculated pursuant to Rule 457(c) on the basis of $29.375
per share, which was the average of the high and low prices of the registrant's
Common Stock on March 17, 1997, as reported in The Wall Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
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 January 28, 1996; and
(ii) The Company's Quarterly Report on Form 10-Q for the
quarter ended April 28, 1996; and
(iii) The Company's Quarterly Report on Form 10-Q for the
quarter ended July 28, 1996; and
(iv) The Company's Quarterly Report on Form 10-Q for the
quarter ended October 27, 1996; and
(v) 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 Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of the Prospectus and prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Prospectus 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 the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes
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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 the
Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-851 of the Georgia Business Corporation Code (the "Code")
provides that a corporation may indemnify its directors and officers against
civil and criminal liabilities. Directors and officers may be indemnified
against expenses if they acted in a manner they believed in good faith to be in
or 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 under Section 14-2-851 in
connection with (i) a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation; or (ii) any other
proceeding in which he was adjudged liable on the basis that personal benefit
was improperly 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.
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.
Exhibit No.
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3.1* Amended and Restated Articles of Incorporation of the Company.
3.2* Amended & Restated Bylaws of the Company.
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4.1* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
23.1 Consent of Arthur Anderson, independent auditors.
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:
(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.
- ----
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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.
---- ----
(c) 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.
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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 Atlanta, Georgia on this 18th day of March, 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
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby authorizes each of Stephen H. Greenspan and John C. Dancu to
execute in the name of each such person, and to file any amendment, including
any post-effective amendment, to the registration statement making such changes
in the registration statement as the registrant deems appropriate, and appoints
each of Messrs. Greenspan and Dancu as attorney-in-fact to sign in his behalf
individually and in each capacity stated below and file all amendments and post-
effective amendments to the registration statement.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the 18th day of March, 1997.
Signature Title
--------- -----
/s/ Stephen H. Greenspan
- ---------------------------------- Chairman of the Board, President,
Stephen H. Greenspan Chief Executive Officer and Director
(principal executive officer)
/s/ John C. Dancu Chief Financial Officer, Chief
- ---------------------------------- Operating Officer and Director (chief
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
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
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<S> <C> <C>
3.1* Amended and Restated Articles of Incorporation of
the Company.
3.2* Amended and Restated Bylaws of the Company.
4.1* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
23.1 Consent of Arthur Anderson LLP, independent auditors.
23.2 Consent of Hunton & Williams (included as part of Exhibit 5).
24 Power of Attorney (included as part of signature page).
</TABLE>
______________________________
* Incorporated by reference to exhibit of the same number to the
Company's Form S-1 Registration Statement (Registration No. 33-80025).
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EXHIBIT 5
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[LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE]
March 18, 1997
K & G Men's Center, Inc.
1750-A Ellsworth Industrial Blvd.
Atlanta, Georgia 30318
Re: Registration Statement on Form S-8
K & G Men's Center, Inc.
1995 Stock Option Plan
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 a Registration Statement on Form
S-8 (the "Registration Statement"), of an aggregate of 562,500 shares (the
"Shares") of common stock, $.01 par value of the Company, to be issued by the
Company upon the exercise of options granted pursuant to the K & G Men's Center,
Inc. 1995 Stock Option Plan (the "1995 Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the grants of stock options pursuant to the
1995 Plan as we have deemed necessary and advisable. In such examinations, we
have assumed the genuineness of all signatures on all originals and copies of
documents we have examined, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all certified, conformed
or photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
<PAGE>
HUNTON & WILLIAMS
K & G Men's Center, Inc.
March 18, 1997
Page 2
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares pursuant to the exercise
of options and payment therefor as provided in the 1995 Plan and as
contemplated by the Registration Statement, such Shares will be
legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Hunton & Williams
HUNTON & WILLIAMS
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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 13, 1996 appearing on page 18 of K&G Men's Center, Inc.'s
Form 10-K for the year ended January 28, 1996.
Atlanta, Georgia
March 17, 1997
