<PAGE> 1
As filed with the Securities and Exchange Commission on February 25, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CHARMING SHOPPES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1721355
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
450 Winks Lane
Bensalem, Pennsylvania 19020
(Address of principal executive offices)
CHARMING SHOPPES, INC.
NON-EMPLOYEE DIRECTORS COMPENSATION PROGRAM
CHARMING SHOPPES, INC.
COMPENSATION PROGRAM FOR THE NON-EMPLOYEE CHAIRMAN OF THE BOARD OF DIRECTORS
(Full title of the plans)
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
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>
Common Stock, 550,000 shares $4.50 $2,475,000 $750.00
without par value
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the closing
quotation of Common Stock on February 21, 1997 as reported on the Nasdaq
National Market.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Charming Shoppes, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in this Registration Statement:
1. Annual Report on Form 10-K, for the Fiscal Year Ended February 3, 1996;
2. Quarterly Report on Form 10-Q, for the Quarter Ended May 4, 1996;
3. Quarterly Report on Form 10-Q, for the Quarter Ended August 3, 1996; and
4. Quarterly Report on Form 10-Q, for the Quarter Ended November 2, 1996.
The description of the Company's Common Stock contained in the
Registration Statement on Form S-3 filed by the Company with the Securities and
Exchange Commission on July 1, 1996 (File No. 333-4137).
All reports and other documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement, but prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement, from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into the Registration Statement.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that is also incorporated by reference herein) modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
The consolidated financial statements of the Company appearing in
the Company's Annual Report (Form 10-K) for the fiscal year ended February 3,
1996 have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated by reference herein in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration
Statement is registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1741 of the Pennsylvania Business Corporation Law of 1988
provides the Company with 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 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE> 4
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Charming Shoppes, Inc. Non-Employee Directors Compensation Program.
4.2 Charming Shoppes, Inc. Compensation Program for the Non-Employee Chairman of the Board
of Directors.
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.
23.1 Consent of Ernst & Young LLP, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
24 Power of Attorney (set forth on the signature page of this Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (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 to the Registration Statement) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the 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 registrant 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 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 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE> 5
(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 persons 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.
<PAGE> 6
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 the City of Bensalem, Commonwealth of Pennsylvania, this
24th day of February, 1997.
CHARMING SHOPPES, INC.
By: /s/ Dorrit J. Bern
----------------------------------
Dorrit J. Bern
President, Chief Executive Officer
and Chairperson of the Board
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned directors and officers of Charming Shoppes, Inc. hereby constitutes
and appoints Dorrit J. Bern, his or her true and lawful attorney-in-fact and
agent, for and in his or her name, place and stead, in any and all capacities,
to sign this Registration Statement on Form S-8 under the Securities Act of
1933, including post-effective amendments and other related documents, and to
file the same with the Securities and Exchange Commission under said Act, hereby
granting power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Dorrit J. Bern
- ---------------------------- President, Chief Executive February 24, 1997
Dorrit J. Bern and Chairperson of the Board
/s/ Joseph L. Castle, II
- ---------------------------- Director February 24, 1997
Joseph L. Castle, II
/s/ Geoffrey W. Levy
- ---------------------------- Director February 24, 1997
Geoffrey W. Levy
/s/ Marjorie Margolies-Mezvinsky Director February 24, 1997
- --------------------------------
Marjorie Margolies-Mezvinsky
/s/ Alan Rosskamm
- ---------------------------- Director February 24, 1997
Alan Rosskamm
/s/ Marvin L. Slomowitz
- ---------------------------- Director February 24, 1997
Marvin L. Slomowitz
/s/ Michael Solomon
- ---------------------------- Director February 24, 1997
Michael Solomon
/s/ Eric M. Specter
- ---------------------------- Executive Vice President -- Chief February 24, 1997
Eric M. Specter Financial Officer
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Jon A. Goldberg
- ------------------------ Vice President -- Corporate February 24, 1997
Jon A. Goldberg Controller (Chief Accounting
Officer)
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page Number
- ----------- ----------- -----------
<S> <C>
4.1 Charming Shoppes, Inc. Non-Employee Directors Compensation Program.
4.2 Charming Shoppes, Inc. Compensation Program for the Non-Employee
Chairman of the Board of Directors.
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares
being registered.
23.1 Consent of Ernst & Young LLP, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
24 Power of Attorney (set forth on the signature page of this Registration
Statement).
</TABLE>
<PAGE> 1
Exhibit 4.1
APPROVAL OF NON-EMPLOYEE DIRECTORS COMPENSATION PROGRAM
GENERAL AUTHORIZATION
RESOLVED, that the Board of Directors hereby approves the Non-Employee
Directors Compensation Program (the "Non-Employee Directors Program")
which shall consist of aggregate compensation at the rate of $60,000 per
annum (the "Annual Fee"), payable as follows: (i) 60% of the Annual Fee
shall be paid in fully paid and non-assessable common stock of the Company
(the "Annual Stock Component"); and (ii) 40% of the Annual Fee shall be
paid in cash (the "Annual Cash Component"). The Annual Fee shall be
determined and paid pursuant to the procedures set forth below to the
members of the Company's Board of Directors who are neither full-time
employees nor the Chairman of the Board of Directors of the Company (the
"Non-Employee Directors"). Annual Stock Component Awards made under the
Non-Employee Directors Program shall be conditioned upon receipt of
shareholder approval of the Non-Employee Directors Program and shall vest
and be paid, released or distributed to a Non-Employee Director in
accordance with the terms of the award and to the extent such Non-Employee
Director remains in continuous service through each relevant vesting,
payment, release or distribution date. Each Non-Employee Director shall be
entitled to (i) receive dividends on the vested portion of each Annual
Stock Component award, when, as, and if dividends are declared and paid on
the common stock of the Company, and (ii) vote with regard to the number
of vested shares subject to the Annual Stock Component on any matter
submitted to a vote of holders of common stock of the Company.
INITIAL AWARD
RESOLVED, that in lieu of awarding compensation to the Non-Employee
Directors as of June 27, 1996, the date of the Company's Annual Meeting of
Shareholders (the "Annual Meeting") following the 1996 fiscal year, an
analysis of compensation programs for Non-Employee Directors was
conducted, resulting in the adoption of the Non-Employee Directors Program
and that an initial award under the Non-Employee Directors Program is
hereby authorized to compensate Non-Employee Directors for service from
the 1996 Annual Meeting until the 1997 Annual Meeting ("Fiscal 1997
Service") in accordance with the following terms: (i) the number of shares
of common stock subject to the Annual Stock Component payable for Fiscal
1997 Service shall be determined based upon the closing quotation for the
Company's common stock on the Nasdaq National
<PAGE> 2
Market on August 23, 1996, the first full day of trading following the
pending release of the Company's earnings for its second quarter (the
"Initial Stock Award"); (ii) the Annual Cash Component payable for Fiscal
1997 Service shall be paid in four equal installments on September 30,
1996, December 31, 1996, March 31, 1997 and June 15, 1997 to the extent
the Non-Employee Director remains in service on such dates; (iii) subject
to the condition in clause (iv) below, the Initial Stock Award for Fiscal
1997 Service shall vest and become payable in four equal installments on
September 30, 1996, December 31, 1996, March 31, 1997 and June 15, 1997 to
the extent the Non-Employee Director remains in service on such dates,
regardless of whether such Director remains in service through the date
shareholder approval is obtained for the Non-Employee Directors Program;
and (iv) the vested Initial Stock Award for Fiscal 1997 Service shall be
released to Non-Employee Directors following shareholder approval of the
Non-Employee Directors Program.
FURTHER RESOLVED, that in the event a Non-Employee Director is elected
between the date hereof and the date of the 1997 Annual Meeting, such
Non-Employee Director shall be entitled to receive a pro-rata Annual Fee
determined as follows: (i) the number of shares of common stock subject to
the pro-rata Initial Stock Award shall be determined by dividing the
Annual Stock Component by the closing quotation for the Company's common
stock on the Nasdaq National Market on the date such Director was so
elected, and such resulting amount shall be multiplied by the reasonably
anticipated number of full months (i.e. thirty-day periods) between such
date and the next anticipated meeting of shareholders and such resulting
product shall be divided by 12; (ii) the pro-rata Annual Cash Component
shall be determined by multiplying the Annual Cash Component by the
reasonably anticipated number of full months (i.e. thirty-day periods)
between such date and the next anticipated meeting of shareholders and
such resulting product shall be divided by 12; (iii) the pro-rata Annual
Cash Component determined pursuant to clause (ii) of this resolution shall
be paid in four equal installments determined by this Board of Directors
prior to the next meeting of shareholders to the extent such Non-Employee
Director remains in service on such dates; (iv) subject to the condition
in clause (v) below, the pro-rata Initial Stock Award shall vest and
become payable in four equal installments determined by the Board of
Directors prior to the next meeting of shareholders to the extent the
Non-Employee Director remains in service on such dates, regardless of
whether such Director remains in service through the date shareholder
approval is obtained for the Non-Employee Directors Program; and (v) the
vested pro-rata Initial Stock Award shall be released to such Non-Employee
Director following shareholder approval of the Non-Employee Directors
Program.
<PAGE> 3
ANNUAL AWARD
RESOLVED, that following shareholder approval of the Non-Employee
Directors Program, each Non-Employee Director serving as of the close of
business on the date of each Annual Meeting shall be entitled to receive
the Annual Fee pursuant to the following conditions: (i) the number of
shares of common stock subject to the stock award shall be determined by
dividing the Annual Stock Component by the closing quotation for the
Company's common stock on the Nasdaq National Market on the date of the
Annual Meeting each year; and (ii) the Annual Stock Component and Annual
Cash Component shall vest and be paid in four equal installments as of the
date of the Annual Meeting for that year and on the succeeding September
30, December 31 and March 31 to the extent the Non-Employee Director
remains in service on such dates.
INTERIM AWARD
RESOLVED, that to the extent a Non-Employee Director is elected to the
Company's Board of Directors in circumstances other than as set forth
above in the three preceding resolutions, such Non-Employee Director shall
be entitled to a pro-rata Annual Fee determined as follows: (i) the number
of shares of common stock subject to the pro-rata stock award shall be
determined by dividing the Annual Stock Component by the closing quotation
for the Company's common stock on the Nasdaq National Market on the date
such Director was so elected, and such resulting amount shall be
multiplied by the reasonably anticipated number of full months (i.e.
thirty-day periods) between such date and the next anticipated meeting of
shareholders and such resulting product shall be divided by 12; (ii) the
pro-rata cash award shall be determined by multiplying the Annual Cash
Component by the reasonably anticipated number of full months (i.e.
thirty-day periods) between such election date and the next anticipated
meeting of shareholders and such resulting product shall be divided by 12;
and (iii) the pro-rata Annual Fee determined pursuant to clauses (i) and
(ii) of this resolution shall vest and be paid in four equal installments
determined by this Board of Directors prior to the next meeting of
shareholders to the extent the Non-Employee Director remains in service on
such dates.
INTERPRETIVE POWER, BINDING EFFECT
RESOLVED, that the Board of Directors shall have the power to interpret
the Non-Employee Directors Program, adopt rules, regulations or policies
regarding the Non-Employee Directors Program and take action concerning
the Non-Employee Directors Program, which action shall be final, binding
and conclusive.
<PAGE> 4
* * *
[Resolutions regarding the Charming Shoppes, Inc. Compensation Program for the
NON-EMPLOYEE Chairman of the Board of Directors are set forth in Exhibit 4.2 to
this Registration Statement]
GENERAL
RESOLVED, that the Non-Employee Director Program and the Compensation
Program for the Non-Employee Chairman of the Board of Directors (the
"Non-Employee Chairman Program") be submitted to the shareholders of the
Company for approval at the 1997 Annual Meeting of Shareholders, and that
the recommendation of the Board of Directors be, and it hereby is, that
shareholders of the Company vote to approve the Non-Employee Directors
Program and the Non-Employee Chairman Program.
FURTHER RESOLVED, that 700,000 shares of the Common stock of the Company
are hereby reserved for issuance pursuant to the Non-Employee Directors
Program and the Non-Employee Chairman Program subject to the approval of
the Non-Employee Directors Program and the Non-Employee Chairman Program
by the shareholders, and that such shares be issued, in the discretion of
the Board, out of the Company's authorized but unissued shares of common
stock or out of treasury shares held by the Company and any shares so
issued shall be fully paid and non-assessable.
FURTHER RESOLVED, that the appropriate officers of the Company be, and
each of them hereby is, authorized and directed to cause to be issued and
delivered, in accordance with applicable law, the Articles of
Incorporation of the Company, the Non-Employee Directors Program, the
Non-Employee Chairman Program, and these resolutions, shares of common
stock of the Company under the Non-Employee Directors Program and the
Non-Employee Chairman Program and that it be, and it hereby is, determined
that such shares of common stock, when so issued and delivered, will be
issued and sold for adequate consideration and will be validly issued,
fully paid and non-assessable.
FURTHER RESOLVED, that upon issuance of shares of common stock (not
including for this purpose delivery of treasury shares), under the
Non-Employee Directors Program and the Non-Employee Chairman Program, an
amount of capital surplus equal to the aggregate par value of the common
stock so issued shall be transferred to the stated capital of the Company.
FURTHER RESOLVED, that the Executive Vice President and General Counsel of
the Company be, and he hereby is, authorized and directed to approve such
<PAGE> 5
revisions to the Non-Employee Directors Program and the Non-Employee
Chairman Program, not inconsistent with these resolutions, as he may deem
necessary and appropriate in order that the Non-Employee Directors Program
comply with applicable laws and regulations and in order to effectuate the
purposes of these resolutions and the Non-Employee Directors Program and
the Non-Employee Chairman Program.
FURTHER RESOLVED, that the Executive Vice President and General Counsel of
the Company, be, and he hereby is, authorized and directed, and in the
name and on behalf of the Company to prepare or have prepared and to
execute a Registration Statement on Form S-8 (or such other registration
form as he may deem appropriate) relating to any offer and sale of shares
of common stock pursuant to the Non-Employee Directors Program and the
Non-Employee Chairman Program and any and all pre- and post-effective
amendments thereto and other instruments and documents in connection
therewith and to file the same, with all exhibits thereto, with the
Securities and Exchange Commission; provided, however, that, in the event
that the shareholders of the Company fail to vote to approve the
Non-Employee Directors Program and the Non-Employee Chairman Program at
the Company's 1997 Annual Meeting of Shareholders and before the
expiration of one year from the date hereof, the appropriate officers of
the Company shall take any and all steps necessary to withdraw the
Registration Statement relating to the Non-Employee Directors Program and
the Non-Employee Chairman Program or amend it if it covers a plan other
than the Non-Employee Directors Program and the Non-Employee Chairman
Program.
FURTHER RESOLVED, that the appropriate officers of the Company be, and
each of them hereby is, authorized and directed in the name of, and on
behalf of the Company, at any time or from time to time, to take or do, or
cause to be taken or done, all such other actions and things, including
the payment of any and all fees and expenses, and to execute and deliver
such agreements, instruments, certificates and other documents, including
any qualification statement or like document to qualify any offer and sale
of shares of common stock under the Non-Employee Directors Program and the
Non-Employee Chairman Program under the securities laws of the various
states or other jurisdictions and any report required to be filed with the
Nasdaq National Market in connection with the creation of the Non-Employee
Directors Program and the Non-Employee Chairman Program and to affix and
attest thereto the corporate seal of the Company, as any such officer may
deem necessary or appropriate in order to implement such plans and
effectuate these resolutions.
FURTHER RESOLVED, that any resolution contained in the usual and customary
form of corporate resolutions which is required or requested by any
federal, state or other governmental agency, the National Association of
Securities Dealers,
<PAGE> 6
Inc., the Nasdaq System, any national or regional securities exchange, the
Company's transfer agent or any other person or entity in order to take,
or in furtherance of, any action authorized by these resolutions be, and
it hereby is, approved and adopted as the resolution of the Board of
Directors as though set forth at length herein, that the Secretary of the
Company be, and he hereby is, authorized and directed to certify a copy of
any such resolution as the resolution of the Board of Directors, and that
a copy of any such resolution be annexed to the minutes of this meeting as
evidence of its due approval and adoption.
<PAGE> 1
Exhibit 4.2
* * *
[Resolutions regarding the Charming Shoppes, Inc. Non-Employee
Directors Compensation Program are set forth in Exhibit 4.1 to this
Registration Statement]
* * *
APPROVAL OF COMPENSATION PROGRAM FOR THE NON-EMPLOYEE CHAIRMAN OF THE
BOARD OF DIRECTORS
GENERAL AUTHORIZATION
RESOLVED, that the Board of Directors hereby approves the Compensation
Program for the Non-Employee Chairman of the Board of Directors of the
Company (the "Chairman Program") which shall consist of aggregate
compensation at the rate of $300,000 per annum (the "Annual Fee"), payable
as follows: (i) 50% of the Annual Fee shall be paid in fully paid and
non-assessable common stock of the Company (the "Annual Stock Component");
and (ii) 50% of the Annual Fee shall be paid in cash (the "Annual Cash
Component"). The Annual Fee shall be determined and paid pursuant to the
procedures set forth below to the Non-Employee Chairman of the Board of
Directors of the Company (the "Chairman"). Annual Stock Component Awards
made under the Chairman Program shall be conditioned upon receipt of
shareholder approval of the Chairman Program and shall vest and be paid,
released or distributed to the Chairman in accordance with the terms of
the award and to the extent the Chairman remains in continuous service
through each relevant vesting, payment, release or distribution date. The
Chairman shall be entitled to (i) receive dividends on the vested portion
of each Annual Stock Component award, when, as, and if dividends are
declared and paid on the common stock of the Company, and (ii) vote with
regard to the number of vested shares subject to the Annual Stock
Component on any matter submitted to a vote of holders of common stock of
the Company.
INITIAL AWARD
RESOLVED, that an analysis of compensation programs for chairmen of the
boards of directors of companies was conducted, resulting in the adoption
of the Chairman Program and that an initial award under the Chairman
Program is hereby authorized to compensate the Chairman for services from
the Annual
<PAGE> 2
Meeting of Shareholders (the "Annual Meeting") following the 1996 fiscal
year until the 1997 Annual Meeting ("Fiscal 1997 Service") in accordance
with the following terms: (i) the number of shares of common stock subject
to the Annual Stock Component shall be determined based upon the closing
quotation for the Company's common stock on the Nasdaq National Market on
August 23, 1996, the first full day of trading following the pending
release of the Company's earnings for its second quarter (the "Chairman's
Initial Stock Award"); (ii) the Annual Cash Component payable for Fiscal
1997 Service shall be paid in four equal installments on September 30,
1996, December 31, 1996, March 31, 1997 and June 15, 1997 to the extent
the Chairman remains in service on such dates; (iii) subject to the
condition in clause (iv) below, the Chairman's Initial Stock Award shall
vest and become payable in four equal installments on September 30, 1996,
December 31, 1996, March 31, 1997 and June 15, 1997 to the extent the
Chairman remains in service on such dates and regardless of whether the
Chairman remains in service through the date shareholder approval is
obtained for the Chairman Program; and (iv) the vested Chairman's Initial
Stock Award shall be released to the Chairman following shareholder
approval of the Chairman Program.
ANNUAL AWARD
RESOLVED, that following shareholder approval of the Chairman Program, the
Chairman elected by the Company's Board of Directors shall be entitled to
receive the Annual Fee pursuant to the following conditions: (i) the
number of shares of common stock subject to the Annual Stock Component
shall be determined based upon the closing quotation for the Company's
common stock on the Nasdaq National Market on the date of the Annual
Meeting of the Board of Directors of the Company at which the Chairman is
elected; and (ii) the Annual Stock Component and Annual Cash Component
shall vest and be paid in four equal installments as of the date of the
Annual Meeting for that year and on the succeeding September 30, December
31 and March 31 to the extent the Chairman remains in service on such
dates.
INTERIM AWARD
RESOLVED, that to the extent the Chairman is elected by the Company's
Board of Directors by means other than the circumstances set forth in the
preceding two resolutions, such Chairman shall be entitled to a pro-rata
Annual Fee determined as follows: (i) the number of shares of common stock
subject to the pro-rata stock award shall be determined by dividing the
Annual Stock Component by the closing quotation for the Company's common
stock on the Nasdaq National
<PAGE> 3
Market on the date such Chairman was so elected, and such resulting amount
shall be multiplied by the reasonably anticipated number of full months
(i.e. thirty-day periods) between such date and the next anticipated
Annual Meeting of the Board of Directors and such resulting product shall
be divided by 12; (ii) the pro-rata cash award shall be determined by
multiplying the Annual Cash Component by the reasonably anticipated number
of full months (i.e. thirty-day periods) between such election date and
the next anticipated Annual Meeting of the Board of Directors of the
Company and such resulting product shall be divided by 12; and (iii) the
pro-rata Annual Fee determined pursuant to clauses (i) and (ii) of this
resolution shall vest and be paid in four equal installments determined by
this Board of Directors prior to the next Annual Meeting of the Board of
Directors of the Company.
INTERPRETIVE POWER, BINDING EFFECT
RESOLVED, that the Board of Directors shall have the power to interpret
the Chairman Program, adopt rules, regulations or policies regarding the
Chairman Program and take action concerning the Chairman Program, which
action shall be final, binding and conclusive.
GENERAL
RESOLVED, that the Non-Employee Directors Program (the "Non-Employee
Directors Program") and the Chairman Program be submitted to the
shareholders of the Company for approval at the 1997 Annual Meeting of
Shareholders, and that the recommendation of the Board of Directors be,
and it hereby is, that shareholders of the Company vote to approve the
Non-Employee Directors Program and the Chairman Program.d
FURTHER RESOLVED, that 700,000 shares of the Common stock of the Company
are hereby reserved for issuance pursuant to the Non-Employee Directors
Program and the Chairman Program subject to the approval of the
Non-Employee Directors Program and the Chairman Program by the
shareholders, and that such shares be issued, in the discretion of the
Board, out of the Company's authorized but unissued shares of common stock
or out of treasury shares held by the Company and any shares so issued
shall be fully paid and non-assessable.
FURTHER RESOLVED, that the appropriate officers of the Company be, and
each of them hereby is, authorized and directed to cause to be issued and
delivered, in accordance with applicable law, the Articles of
Incorporation of the
<PAGE> 4
Company, the Non-Employee Directors Program, the Chairman Program, and
these resolutions, shares of common stock of the Company under the
Non-Employee Directors Program and the Chairman Program and that it be,
and it hereby is, determined that such shares of common stock, when so
issued and delivered, will be issued and sold for adequate consideration
and will be validly issued, fully paid and non-assessable.
FURTHER RESOLVED, that upon issuance of shares of common stock (not
including for this purpose delivery of treasury shares), under the
Non-Employee Directors Program and the Chairman Program, an amount of
capital surplus equal to the aggregate par value of the common stock so
issued shall be transferred to the stated capital of the Company.
FURTHER RESOLVED, that the Executive Vice President and General Counsel of
the Company be, and he hereby is, authorized and directed to approve such
revisions to the Non-Employee Directors Program and the Chairman Program,
not inconsistent with these resolutions, as he may deem necessary and
appropriate in order that the Non-Employee Directors Program comply with
applicable laws and regulations and in order to effectuate the purposes of
these resolutions and the Non-Employee Directors Program and the Chairman
Program.
FURTHER RESOLVED, that the Executive Vice President and General Counsel of
the Company, be, and he hereby is, authorized and directed, and in the
name and on behalf of the Company to prepare or have prepared and to
execute a Registration Statement on Form S-8 (or such other registration
form as he may deem appropriate) relating to any offer and sale of shares
of common stock pursuant to the Non-Employee Directors Program and the
Chairman Program and any and all pre- and post-effective amendments
thereto and other instruments and documents in connection therewith and to
file the same, with all exhibits thereto, with the Securities and Exchange
Commission; provided, however, that, in the event that the shareholders of
the Company fail to vote to approve the Non-Employee Directors Program and
the Chairman Program at the Company's 1997 Annual Meeting of Shareholders
and before the expiration of one year from the date hereof, the
appropriate officers of the Company shall take any and all steps necessary
to withdraw the Registration Statement relating to the Non-Employee
Directors Program and the Chairman Program or amend it if it covers a plan
other than the Non-Employee Directors Program and the Chairman Program.
FURTHER RESOLVED, that the appropriate officers of the Company be, and
each of them hereby is, authorized and directed in the name of, and on
behalf of the Company, at any time or from time to time, to take or do, or
cause to be taken
<PAGE> 5
or done, all such other actions and things, including the payment of any
and all fees and expenses, and to execute and deliver such agreements,
instruments, certificates and other documents, including any qualification
statement or like document to qualify any offer and sale of shares of
common stock under the Non-Employee Directors Program and the Chairman
Program under the securities laws of the various states or other
jurisdictions and any report required to be filed with the Nasdaq National
Market in connection with the creation of the Non-Employee Directors
Program and the Chairman Program and to affix and attest thereto the
corporate seal of the Company, as any such officer may deem necessary or
appropriate in order to implement such plans and effectuate these
resolutions.
FURTHER RESOLVED, that any resolution contained in the usual and customary
form of corporate resolutions which is required or requested by any
federal, state or other governmental agency, the National Association of
Securities Dealers, Inc., the Nasdaq System, any national or regional
securities exchange, the Company's transfer agent or any other person or
entity in order to take, or in furtherance of, any action authorized by
these resolutions be, and it hereby is, approved and adopted as the
resolution of the Board of Directors as though set forth at length herein,
that the Secretary of the Company be, and he hereby is, authorized and
directed to certify a copy of any such resolution as the resolution of the
Board of Directors, and that a copy of any such resolution be annexed to
the minutes of this meeting as evidence of its due approval and adoption.
<PAGE> 1
Exhibit 5
February 24, 1997
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, Pennsylvania 19020
Re: Charming Shoppes, Inc. Non-Employee Directors Compensation Program and
Compensation Program for the Non-Employee Chairman of the Board of
Directors
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder.
The Registration Statement relates to 550,000 shares (the "Registered Stock")
of common stock, par value $0.10 per share (the "Common Stock"), of Charming
Shoppes, Inc. (the "Company") pursuant to the Charming Shoppes, Inc.
Non-Employee Directors Compensation Program and the Charming Shoppes, Inc.
Compensation Program for the Non-Employee Chairman of the Board of Directors
(together, the "Plans"). We have examined copies of the Company's Articles of
Incorporation, as amended, By-Laws, resolutions adopted by the board of
directors and stockholders and such other documents, and have made such
inquiries of the Company's officers, as we have deemed appropriate. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all items submitted to us as originals, and the conformity with
originals of all items submitted to us as copies.
Based upon the foregoing, it is our opinion that the Registered Stock, when
issued and delivered in accordance with the Plans, will be legally issued, fully
paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons 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,
/s/ MORGAN, LEWIS & BOCKIUS LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Incorporation of
Documents by Reference" in the Registration Statement (Form S-8 No. 333-XXXXX)
pertaining to the Charming Shoppes, Inc. Non-Employee Directors Compensation
Program and the Charming Shoppes, Inc. Compensation Program for the Non-Employee
Chairman of the Board of Directors and to the incorporation by reference therein
of our report dated March 20, 1996, 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 February 3, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG, LLP
Philadelphia, Pennsylvania
February 19, 1997
