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As filed with the Securities and Exchange Commission on October 25, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
CHARMING SHOPPES, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1721355
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
450 Winks Lane
Bensalem, Pennsylvania 19020
(Address of principal executive offices)
1993 EMPLOYEES' STOCK INCENTIVE PLAN
(Full title of the plan)
Colin D. Stern, Esq.
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, Pennsylvania 19020
(Name and address of agent for service)
(215) 245-9100
(Telephone number, including area code, of agent for service)
---------------------
Copy to:
Brian J. Lynch, Esq.
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5442
---------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered (1) registered per share (2) offering price registration fee (3)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 10,000,000 $7.625 $76,250,000 $26,293.10
$.10 per share
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</TABLE>
(1) This registration statement covers shares of Common Stock of Charming
Shoppes, Inc., which may be issued from time to time pursuant to Plan
awards involving stock options, stock appreciation rights, restricted
stock, deferred stock, dividend equivalents and other stock-based awards.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of
the reported high and low sales prices for a share of Common Stock on
October 19, 1994, as reported on the Nasdaq National Market.
(3) Calculated pursuant to Section 6(b) as follows: 1/29th of one percent of
the proposed maximum aggregate offering price.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by Charming Shoppes, Inc. (the
"Company" or "Registrant") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
January 29, 1994, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.
(c) The description of the Common Stock contained in the Company's
registration statement on Form 10 filed with the Securities and Exchange
Commission under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in any document, all or a portion of which is 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 or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1741 of the Pennsylvania Business Corporation Law of 1988
provides the Company the power to indemnify any officer or director acting in
his capacity as a representative of the Company who was or is a party or is
threatened to be made a party to any action or proceeding against expenses,
judgments, penalties, fines and amounts paid in settlement in connection with
such action or proceeding whether the action was instituted by a third party or
arose by or in the right of the Company. Generally, the only limitation on the
ability of the Company to indemnify its officers and directors is if the act or
failure to act is finally determined by a court to have constituted willful
misconduct or recklessness.
The Company's Bylaws provide that the Company is required to indemnify
its officers, directors and employees to the fullest extent permitted under
Pennsylvania law as from time to time in effect. As a result, indemnification
will be a contract right of directors, officers and employees of the Company,
as opposed to a matter within the discretion of the Board, as will the payment
of expenses by the Company in advance of a proceeding's final disposition.
The Bylaws provide a clear and unconditional right to indemnification to
the full extent permitted by law, for expenses (including attorneys' fees),
damages, punitive damages, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by any person whether or not the
indemnified liability arises or arose from any threatened, pending or completed
proceeding by or in the right of the Company (a derivative action) by reason of
the fact that such person is or was serving as a director, officer or employee
of the Company or, at the
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request of the Company, as a director, officer, partner, fiduciary or trustee
of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, even if the act or failure to act giving rise to the
claim for indemnification entails the negligence or gross negligence of the
indemnified party unless such act or failure to act is finally determined by a
court to have constituted willful misconduct or recklessness. The Bylaws
provide for the advancement of expenses to an indemnified party upon receipt of
an undertaking by the party to repay those amounts if it is finally determined
that the indemnified party is not entitled to indemnification.
The Bylaws authorize the Company to take steps to ensure that all persons
entitled to the indemnification are properly indemnified, including, if the
Board so determines, purchasing and maintaining insurance, entering into
indemnification agreements, creating a reserve, trust, escrow or other fund or
account, granting security interests, obtaining a letter of credit or using
other means that may be available from time to time.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
4.1 Restated Articles of Incorporation (Exhibit 3.1).*/
-
4.2 Bylaws (Exhibit 4.2).*/
-
4.3 Shareholders' Rights Plan.**/
--
4.4 1993 Employees' Stock Incentive Plan (the "1993 Plan") (Exhibit 10.2.10).*/
-
4.5 Form of Stock Option Agreement Related to the 1993 Plan (Exhibit 10.2.11).*/
-
4.6 Form of Performance Accelerated Vesting Stock Option Agreement Related to the 1993 Plan (Exhibit
10.2.12.).*/
-
5 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Ernst & Young.
23.2 Consent of Morgan, Lewis & Bockius (included in Exhibit 5).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
- ----------------------------------
*/ Incorporated by reference to the Company's Annual Report on Form 10-K for
- - the period ended January 29, 1994, by reference to the corresponding
exhibit number of the exhibit to such Form 10-K referenced in parenthesis
above.
**/ Incorporated by reference to the Company's Current Report on Form 8-K
- -- filed with the Commission on May 23, 1989.
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(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 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; 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 (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-8 and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any 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 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) of the
Exchange Act that is incorporated by reference in this 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 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Bensalem, Pennsylvania on August 30, 1994.
CHARMING SHOPPES, INC.
By: /s/ DAVID V. WACHS
----------------------------------
David V. Wachs
Chairman of the Board and
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ DAVID V. WACHS Chairman of the Board
-------------------------------------------- and Chief Executive August 30, 1994
David V. Wachs Officer
/s/ PHILIP WACHS Vice Chairman of the
-------------------------------------------- Board, President and August 30, 1994
Philip Wachs Chief Operating Officer
/s/ JOSEPH L. CASTLE II Director August 30, 1994
--------------------------------------------
Joseph L. Castle II
/s/ MOREDECHAY KAFRY Director and Executive August 30, 1994
-------------------------------------------- Vice President-
Moredechay Kafry Merchandise Procurement
/s/ GEOFFREY W. LEVY Director August 30, 1994
--------------------------------------------
Geoffrey W. Levy
/s/ ALAN ROSSKAMM Director August 17, 1994
--------------------------------------------
Alan Rosskamm
/s/ SAMUEL SIDEWATER Director and Executive
-------------------------------------------- Vice President-Business August 30, 1994
Samuel Sidewater Development
</TABLE>
S-1
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MARVIN L. SLOMOWITZ Director August 30, 1994
--------------------------------------------
Marvin L. Slomowitz
/s/ MICHAEL SOLOMON Director August 29, 1994
--------------------------------------------
Michael Solomon
/s/ IVAN M. SZEFTEL Executive Vice August 30, 1994
-------------------------------------------- President-Finance
Ivan M. Szeftel (Chief Financial
Officer)
/s/ ERIC M. SPECTER Vice President- August 30, 1994
-------------------------------------------- Corporate Controller
Eric M. Specter (Chief Accounting
Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 Restated Articles of Incorporation (Exhibit 3.1). */
-
4.2 Bylaws (Exhibit 4.2). */
-
4.3 Shareholders' Rights Plan. **/
--
4.4 1993 Employees' Stock Incentive Plan (the "1993 Plan") (Exhibit 10.2.10). */
-
4.5 Form of Stock Option Agreement Related to the 1993 Plan (Exhibit 10.2.11). */
-
4.6 Form of Performance Accelerated Vesting Stock Option Agreement
Related to the 1993 Plan (Exhibit 10.2.12). */
-
5 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Ernst & Young.
23.2 Consent of Morgan, Lewis & Bockius (included in Exhibit 5).
- -----------------
*/ Incorporated by reference to the Company's Annual Report on Form 10-K for the period
- ended January 29, 1994, by reference to the corresponding exhibit number of the exhibit
to such Form 10-K referenced in parenthesis above.
**/ Incorporated by reference to the Company's Current Report on Form 8-K filed with the
-- Commission on May 23, 1989.
</TABLE>
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EXHIBIT 5
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October 24, 1994
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, PA 19020
Re: Registration Statement on Form S-8 Relating to the
Charming Shoppes, Inc. 1993
Employees Stock Incentive Plan
--------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Charming Shoppes, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Act"), relating to the offering of up to 10,000,000 shares of
the Company's common stock, par value $.10 per share (the "Registered Stock"),
to be issued pursuant to awards involving stock options, stock appreciation
rights, restricted stock, deferred stock, common stock granted as a bonus or in
lieu of other awards, dividend equivalents and other stock-based awards
(collectively "Awards") granted or to be granted under the Charming Shoppes,
Inc. 1993 Employees' Stock Incentive Plan (the "Plan"). We have examined such
records, documents, statutes and decisions as we have deemed relevant in
rendering this opinion. In our examination, we have assumed the genuineness of
documents submitted to us as originals and the conformity with the original of
all documents submitted to us as copies thereof.
In our opinion, the shares of Registered Stock to be issued pursuant
to Awards granted or to be granted in accordance with the terms of the Plan
will be, when issued in accordance with the terms of such Awards and the Plan,
validly issued, fully paid and nonassessable shares of common stock of the
Company.
The opinions set forth above are limited to the Pennsylvania Business
Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do not thereby admit that
we are acting within the category of persons
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Charming Shoppes, Inc.
October 24, 1994
Page 2
whose consent is required under Section 7 of the Act or the rules or
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Morgan, Lewis & Bockius
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EXHIBIT 23.1
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ERNST & YOUNG
Two Commerce Square
Suite 4000
2001 Market Street
Philadelphia, PA 19103-7096
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Charming Shoppes, Inc. 1993 Employees'
Stock Incentive Plan of our report dated March 8, 1994 with respect to the
consolidated financial statements and schedules of Charming Shoppes, Inc.
included in its Annual Report (Form 10-K) for the year ended January 29, 1994,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
October 21, 1994
