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As filed with the Securities and Exchange Commission on July 16, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHARMING SHOPPES, INC.
(Exact name of Registrant as specified in its charter)
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Pennsylvania 23-1721355
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
450 Winks Lane
Bensalem, Pennsylvania 19020
(215) 245-9100
(Name, address, including zip code, and
telephone number, including area code,
of Registrant's principal executive offices)
Colin Stern, Esq.
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, Pennsylvania 19020
(215) 245-9100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of communications to:
Francis J. Morison, Esq. Donald B. Brant, Jr., Esq.
Davis Polk & Wardwell Milbank, Tweed, Hadley & McCloy
450 Lexington Avenue One Chase Manhattan Plaza
New York, New York 10017 New York, New York 10005
(212) 450-4000 (212) 530-5618
Approximate date of commencement of proposed sale to the public: as soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration for
the same offering.
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount
Title of Each Class of being
Securities to be Registered Registered(1)
--------------------------- ____________
<S> <C>
Convertible Subordinated Notes Due 2006 $23,000,000
Common Stock, par value $0.10 per share (3)
Proposed Proposed
Maximum Maximum
Offering Price Aggregate Amount of
Per Unit(2) Offering Price(2) Registration Fee
_________________ ________________ _________________
<C> <C> <C>
Convertible Subordinated Notes Due 2006 100% $23,000,000 $7,932
Common Stock, par value $0.10 per share None None None
<FN>
- -------------------
(1) Includes an additional $3,000,000 of Convertible Subordinated Notes
Due 2006 as to which the Underwriters have been granted an option to
cover over-allotments.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Such indeterminate number of shares of Common Stock as may be required for
issuance upon conversion of the Convertible Subordinated Notes Due 2006.
</TABLE>
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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Incorporation By Reference of Registration Statement on Form S-3,
File No. 333-4137
Charming Shoppes, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 333-4137) declared effective
on July 16, 1996 by the Securities and Exchange Commission (the
"Commission"), including each of the documents filed by the Company with
the Commission and incorporated or deemed to be incorporated by reference
therein.
Exhibits
5.1 Opinion of Morgan, Lewis & Bockius
5.2 Opinion of Davis Polk & Wardwell
23.1 Consent of Morgan, Lewis & Bockius. (included in Exhibit 5.1)
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.2)
23.3 Consent of Ernst & Young LLP
24 Powers of Attorney*
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* Incorporated herein by reference to the Company's Registration
Statement on Form S-3, No. 333-4137.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Bensalem, State of
Pennsylvania, on this 16th day of July, 1996.
CHARMING SHOPPES, INC.
By: /s/ Dorrit J. Bern
-----------------------------
Dorrit J. Bern
Vice Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board July 16, 1996
- -----------------------
Joseph L. Castle II
/s/ Dorrit J. Bern Vice Chairman of the Board, July 16, 1996
- ----------------------- President and Chief Executive
Dorrit J. Bern Officer
* Vice President and Chief Financial July 16, 1996
- ----------------------- Officer
Eric M. Specter
* Chief Accounting Officer July 16, 1996
- -----------------------
Jon A. Goldberg
* Director July 16, 1996
- -----------------------
Geoffrey W. Levy
* Director July 16, 1996
- -----------------------
Alan Rosskamm
*
- -----------------------
Marvin L. Slomowitz Director July 16, 1996
* Director July 16, 1996
- -----------------------
Michael Solomon
* By: /s/ Dorrit J. Bern
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Attorney-In-Fact
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
- ------- ----------- ------------
5.1 Opinion of Morgan, Lewis & Bockius
5.2 Opinion of Davis Polk & Wardwell
23.1 Consent of Morgan, Lewis & Bockius.
(included in Exhibit 5.1)
23.2 Consent of Davis Polk & Wardwell
(included in Exhibit 5.2)
23.3 Consent of Ernst & Young LLP
24 Powers of Attorney*
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* Incorporated herein by reference to the Company's Registration
Statement on Form S-3, No. 333-4137.
EXHIBIT 5.1
July 16, 1996
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, PA 19020
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Charming Shoppes, Inc., a Pennsylvania
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of up to an
additional $23,000,000 aggregate principal amount of the Company's Convertible
Subordinated Notes due 2006 (the "Notes") and such indeterminate number of
shares of common stock, $.10 par value per share, of the Company as may be
issuable upon conversion of such Notes (the "Company Stock"), all pursuant to
a registration statement on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") on July 16, 1996 (the "Abbreviated Registration
Statement"). The Notes are to be purchased by Lazard Freres & Co. LLC and
Bear, Stearns & Co. Inc. and offered for sale with notes of the same class
registered pursuant to the Company's Registration Statement on Form S-3 (No.
333-4137) which was declared effective earlier today (the "Initial
Registration Statement").
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of (i) the Restated Articles of Incorporation,
as amended, and the Bylaws, as amended, of the Company, (ii) the Abbreviated
Registration Statement and the Initial Registration Statement,
(iii) a copy of the form of the Indenture (the "Indenture") to be entered into
by and between the Company and First Union National Bank, as trustee, and
filed as Exhibit 4.1 to Amendment No. 1 to the Initial Registration Statement
and (iv) such statutes and other records, instruments and documents that we
have deemed relevant in rendering this opinion. As to matters of fact, we
have relied upon representations and certificates of officers of the Company.
In our examination, we have assumed the completeness and authenticity
of any document submitted to us as an original, the completeness and
conformity to the originals of any document submitted to us as a copy, the
authenticity of the originals of such copies, the genuineness of all
signatures and the legal capacity of natural persons executing agreements,
instruments or documents. For purposes of this opinion, we have assumed that
the Notes, the Indenture and an underwriting agreement concerning the Notes to
be executed by the Company and Lazard Freres & co. LLC and Bear, Stearns & Co.
Inc., as underwriters of the Notes, will be duly authorized, executed,
authenticated (in the case of the Notes) and delivered by each of the parties
thereto pursuant to adequate corporate or organizational power.
On the basis of and in reliance upon the foregoing, we are of the
opinion that when, as and if (i) the Company shall have received payment in
full for the Notes, (ii) the Notes shall have been issued in accordance with
the terms described in the Initial Registration Statement (in the form
declared effective by the Commission, including such information deemed to be
a part thereof pursuant to Rule 430A under the Securities Act), the Indenture,
and the resolutions of the Company's Board of Directors (and any authorized
committee thereof) authorizing the foregoing, and (iii) the Notes shall have
been converted into Company Stock and such Company Stock shall have been
issued and delivered in accordance with the terms of the Notes and the
Indenture and as described in the Initial Registration Statement (in the form
declared effective by the Commission including such information deemed to be a
part thereof pursuant to Rule 430A under the Securities Act), such Company
Stock issued pursuant to the conversion of such Notes will be validly issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Abbreviated Registration Statement. In giving such opinion, we do not thereby
admit that we are acting within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
212-450-4000
July 16, 1996
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, Pennsylvania 19020
Ladies and Gentlemen:
We have acted as counsel to Charming Shoppes, Inc. (the
"Company") in connection with the Company's Registration Statement on Form S-3
filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, for the registration of an additional $23,000,000
aggregate principal amount of Convertible Subordinated Notes Due 2006 of the
Company (the "Notes"). The Notes are to be purchased by Lazard Freres & Co.
LLC and Bear, Stearns & Co. Inc. and offered for sale to the public together
with notes of the same class registered pursuant to the Company's Registration
Statement on Form S-3 (No. 333-4137), which was declared effective earlier
today (the "Registration Statement"). The Notes are to be issued pursuant to
an Indenture (the "Indenture") between the Company and First Union National
Bank, as Trustee (the "Trustee").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary for the purposes of rendering this opinion.
On the basis of the foregoing, we are of the opinion that the
Indenture and the Notes have been duly authorized and, assuming the Indenture
is duly executed and delivered by the Company and the Trustee, and the Notes
are duly executed and authenticated in accordance with the Indenture and duly
delivered against payment of the agreed consideration therefor in accordance
with the Underwriting Agreement referred to in the prospectus that is part of
the Registration Statement, the Notes will be valid and binding obligations of
the Company.
We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York, the federal
laws of the United States of America and the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In addition, we consent to the reference to us
under the caption "Legal Matters" in the prospectus.
Very truly yours,
/s/ DAVIS POLK & WARDWELL
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-3 No. 333- ) for the registration of an additional
$23,000,000 of Convertible Subordinated Notes Due 2006 of our report dated
March 20, 1996 with respect to the consolidated financial statements of
Charming Shoppes, Inc. and subsidiaries (the "Company") included in the
Company's Annual Report on Form 10-K for the fiscal year ended February 3,
1996.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
July 16, 1996
