<PAGE> 1
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
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CHARMING SHOPPES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1721355
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
450 Winks Lane
Bensalem, Pennsylvania 19020
(Address of principal executive offices)
CHARMING SHOPPES, INC. EMPLOYEE STOCK
PURCHASE PLAN
(Full title of the plan)
Colin D. Stern, Esquire
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, Pennsylvania 19020
(215) 638-6898
(Name and address of agent for service)
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Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount to offering aggregate Amount of
securities to be be Regis- price per offering registration
registered(1) tered(1) share(2) price(2) fee(3)
---------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value 2,000,000 shares $6.4813 $12,962,600 $4,469.50
$.10 per share
</TABLE>
- -----------------------------
(1) This registration statement covers shares of Common Stock of
Charming Shoppes, Inc., which may be issued from time to time
pursuant to the Employee Stock Purchase Plan. Pursuant to
Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become
issuable as a result of stock splits, stock dividends, or
similar transactions in accordance with anti-dilution
provisions of the Plan.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457
solely for the purpose of calculating the registration fee,
based upon the prices for shares 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.
<PAGE> 3
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 of the Company
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 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
empowers the Company to indemnify any director or officer 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
power of the Company to indemnify its directors and officers is if the act or
failure to act is finally determined by a court to have constituted willful
misconduct or recklessness.
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The Company's Bylaws require that the Company indemnify its
directors, officers, 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 be 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 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, by 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
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<S> <C>
4.1 Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1994.
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C>
4.2 By-Laws of the Company, as Amended and Restated,
incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1994.
4.3 Shareholders' Rights Plan of the Company,
incorporated by reference to the Company's Form 8-K
filed on May 23, 1989.
5 Opinion of Colin D. Stern with respect to
legality.
23.1 Consent of Ernst & Young.
23.2 Consent of Colin D. Stern (included in Exhibit 5).
24 Powers of Attorney (included on Pages II-6 and II-7
of this registration statement).
</TABLE>
Item 9. Undertakings
(a) 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:
(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 this 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 this 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
this registration statement is on Form S-3 or 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 registrant pursuant to Section 13 or
Section 15(d) of
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<PAGE> 6
the Securities Exchange Act of 1934 that are incorporated by reference in this
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 which remain
unsold at the termination of the offering.
(b) The undersigned 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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, 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.
(h) 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,
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 Bensalem, Pennsylvania, on March 31, 1994.
CHARMING SHOPPES, INC.
By: David V. Wachs
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David V. Wachs
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below constitutes and
appoints David V. Wachs, Philip Wachs, and Colin D. Stern, and each of them,
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post- effective amendments) to this registration statement and any and all
other documents and instruments incidental thereto, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Commission and any other regulatory authority, granting 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 to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
David V. Wachs Chairman of the Board, Chief March 31, 1994
- ----------------------- Executive Officer, and Director
David V. Wachs (principal executive officer)
Philip Wachs Vice Chairman of the Board, March 31, 1994
- ----------------------- President, and Chief Operating
Philip Wachs Officer, and Director
</TABLE>
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<TABLE>
<S> <C> <C>
Executive Vice President and Director March 31, 1994
- -----------------------
Mordechay Kafry
Samuel Sidewater Executive Vice President and Director March 31, 1994
- -----------------------
Samuel Sidewater
Ivan M. Szeftel Executive Vice President--Finance March 31, 1994
- ----------------------- (principal financial officer)
Ivan M. Szeftel
Eric M. Specter Vice President and Corporate March 31, 1994
- ----------------------- Controller (controller)
Eric M. Specter
Joseph L. Castle II Director March 31, 1994
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Joseph L. Castle II
Geoffrey W. Levy Director March 31, 1994
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Geoffrey W. Levy
Director March 31, 1994
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Alan Rosskamm
Director March 31, 1994
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Marvin L. Slomowitz
Michael Solomon Director March 31, 1994
- -----------------------
Michael Solomon
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
- ------- ----------- -------------
<S> <C> <C>
4.1 Restated Articles of Incorporation of the
Company, incorporated by reference to Exhibit 3.1
to the Company's Annual Report on Form 10-K for
the fiscal year ended January 29, 1994.
4.2 By-Laws of the Company, as Amended and Restated,
incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1994.
4.3 Shareholders' Rights Plan of the Company,
incorporated by reference to the Company's
Form 8-K filed on May 23, 1989.
5 Opinion of Colin D. Stern with respect to 10
legality.
23.1 Consent of Ernst & Young. 11
23.2 Consent of Colin D. Stern (included in
Exhibit 5).
24 Powers of Attorney (included on Pages II-6 and
II-7 of this registration statement).
</TABLE>
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<PAGE> 1
Exhibit 5
CHARMING SHOPPES, INC.
450 Winks Lane * Bensalem, PA 19020 * (215) 245-9100
October 24, 1994
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, Pennsylvania 19020
Re: Registration Statement on Form S-8 Relating to the
Charming Shoppes, Inc. Employee Stock Purchase Plan
Ladies and Gentlemen:
In my capacity as General Counsel to Charming Shoppes, Inc., a Pennsylvania
corporation (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") 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 2,000,000 shares of the Company's common stock, par
value $.10 per share (the "Registered Stock"), to be offered and sold under the
Charming Shoppes, Inc. Employee Stock Purchase Plan (the "Plan"). I have
examined such records, documents, statutes and decisions as I have deemed
relevant in rendering this opinion.
In my opinion, the shares of Registered Stock that may be originally issued by
the Company in connection with the Plan will be, when issued in accordance with
the terms of 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.
I hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion and consent, I do not thereby admit that I
am acting within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
CHARMING SHOPPES, INC.
/s/ Colin D. Stern
Colin D. Stern
Executive Vice President
and General Counsel
CDS/rg
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Exhibit 23.1
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
of Form S-8 pertaining to the Charming Shoppes, Inc. Employee Stock Purchase
Plan and the incorporation by reference therein 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 Securties and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
October 21, 1994
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