<PAGE>
As filed with the Securities and Exchange Commission December 29, 1995
Registration No. 33-19663
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 6 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________
SPIEGEL, INC.
(Exact name of issuer as specified in its charter)
Delaware 36-2593917
(State or other jurisdiction (I.R.S. Employer)
of incorporation or organization) Identification No.)
3500 LACEY ROAD, DOWNERS GROVE, ILLINOIS 60515-5432
(Address of principal executive office) (Zip Code)
_______________________
JAMES W. SIEVERS
Senior Vice President, Chief Financial Officer
Spiegel, Inc.
3500 Lacey Road
Downers Grove, Illinois 60515-5432
(708) 986-8800
(Name and address of agent for service)
_______________________
COPY TO:
Jay A. Lipe
Rooks, Pitts and Poust
10 South Wacker Drive, Suite 2300
Chicago, Illinois 60606
(312) 876-1700
______________________
<PAGE>
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 Post-Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Chicago, State of
Illinois, on the 29th day of December, 1995.
SPIEGEL, INC.
By: /s/John J. Shea
----------------------------------------
John J. Shea, Vice Chairman, President
and Chief Executive Office and Principal
Operating Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to Registration Statement has been signed below by
the following persons in the capacities indicated on the 29th day of December,
1995.
Signature Title
--------- -----
/s/John J. Shea Vice Chairman, President, Chief
- ----------------------------------- Executive Officer and Director
John J. Shea (Principal Operating Executive Officer)
/s/James W. Sievers Senior Vice President, Chief Financial
- ----------------------------------- Officer and Director (Principal
James W. Sievers Financial and Accounting Officer)
- ----------------------------------- Director
*Kenneth A. Bochenski
<PAGE>
- ----------------------------------- Director
*Dr. Michael Otto
- ----------------------------------- Director
Hans-Christoph Fischer
- ----------------------------------- Director
*Thomas Bohlmann
- ----------------------------------- Director
Horst R. Hansen
- ----------------------------------- Director
Karl-August Hopmann
- ----------------------------------- Director
*Dr. Peter Mueller
- ----------------------------------- Director
Dr. Peer Witten
- ----------------------------------- Director
*David C. Moon
II-2
<PAGE>
- ----------------------------------- Director
Hans Jorg Hammer
- ----------------------------------- Director
*Dr. Michael Crusemann
*By: /s/John J. Shea
------------------------------
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
Page No.
--------
*4(a) Restated Certificate of Incorporation of the
Company (filed by incorporation by reference to
Exhibit 4.1 to the Company's Registration
Statement on Form S-3, Registration No. 33-50739,
filed October 25, 1993). N/A
*4(b) By-Laws of the Company (filed by incorporation by
reference to Exhibit 4.2 of the Company's
Registration Statement on Form S-3, No. 33-50739,
filed October 25, 1993). N/A
*4(c) Specimen Stock Certificate (filed by incorporation
by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1988). N/A
*5 Opinion of Rooks, Pitts and Poust regarding the
legality of the Class A Non-Voting Common Stock being
registered (filed by incorporation by reference to
Exhibit 5 of Registration Statement on Form S-8 No. 33-
19663). N/A
15 Not applicable. N/A
*24(a) Consent of Rooks, Pitts and Poust (contained in
Exhibit 5). N/A
*24(b) Consent of KPMG Peat, Marwick (filed by
incorporation by reference to Exhibit 24(b) of
Registration Statement on Form S-8 No. 33-19663). N/A
25 Powers of Attorney 5
28(a) Spiegel, Inc. Semi-Monthly Salaried Employees
Incentive Stock Option Plan, as Amended and
Restated as of December 1, 1995. 14
*28(b) Form of Stock Option Agreement, as amended as of
December 29, 1993 (filed by incorporation by
reference to Exhibit 28(b) of Registration
Statement on Form S-8 No. 33-51755, filed December
29, 1993). N/A
29 Not applicable. N/A
_______________
*Incorporated by reference.
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/John J. Shea
---------------------------------------------
John J. Shea
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/James W. Sievers
---------------------------------------------
James W. Sievers
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Kenneth A. Bochenski
---------------------------------------------
Kenneth A. Bochenski
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Dr. Michael Otto
---------------------------------------------
Dr. Michael Otto
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Thomas Bohlmann
---------------------------------------------
Thomas Bohlmann
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Dr. Peter Mueller
---------------------------------------------
Dr. Peter Mueller
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/David C. Moon
---------------------------------------------
David C. Moon
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Dr. Michael Crusemann
---------------------------------------------
Dr. Michael Crusemann
<PAGE>
SPIEGEL, INC.
SEMI-MONTHLY
SALARIED EMPLOYEES
INCENTIVE STOCK OPTION PLAN
(As Amended and Restated As Of December 1, 1995)
SECTION 1. PURPOSE.
The purpose of this Incentive Stock Option Plan (the "Plan") is to
encourage stock ownership by certain semi-monthly salaried employees of Spiegel,
Inc., a Delaware corporation ("Spiegel") and its "subsidiary corporations"
(collectively the "Corporation"), so that they may acquire a proprietary
interest in the success of the Corporation. The term "subsidiary corporation"
shall be defined in the same manner as such term is defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code") and shall include
subsidiary corporations which become such after the adoption of the Plan. The
Plan is intended to provide an incentive for maximum effort in the successful
operation of the Corporation and to encourage certain semi-monthly salaried
employees of the Corporation to remain in the employ of the Corporation. It is
further intended that, except in certain limited cases, the options granted
pursuant to the Plan shall constitute "Incentive Stock Options" within the
meaning of Section 422 of the Code.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by a Stock Option Committee (the
"Committee") which shall consist of three members of the Board of Directors of
Spiegel (the "Board of Directors") who are not semi-monthly salaried employees
of the Corporation and who are appointed to the Committee from time to time by
the Board of Directors. If any member of the Committee becomes a semi-monthly
salaried employee of the Corporation, his membership on the Committee shall
automatically terminate. A majority of the Committee shall constitute a quorum
and acts of a majority of the members present at any meeting at which a quorum
is present, or acts approved in writing by all members of the Committee, shall
be deemed to be valid acts of the Committee. No member of the Committee shall
be eligible to receive an option under the Plan.
The Committee shall select one of its members to serve as Chairman, shall
appoint one of its members as Secretary, who shall maintain a record of its
actions and decisions, and shall hold meetings from time to time as it may
determine. The Committee shall have authority to:
(a) Determine which of the eligible employees of the Corporation
(determined under Section 3 hereof) shall be granted options, when such
options shall be granted and the number of shares and terms with respect to
each such option;
(b) Prescribe rules and regulations for administering the Plan;
(c) Decide any questions arising as to the interpretation or
application of any provision under this Plan.
<PAGE>
The determination of the Committee as to any of these matters shall be final and
binding upon all persons whomsoever and shall be reported to the Board of
Directors at its next ensuing meeting.
SECTION 3. ELIGIBILITY.
The persons who shall be eligible to receive options pursuant to this Plan
shall be such of the semi-monthly salaried employees of the Corporation as the
Committee shall select from time to time. A grantee of an option under this
Plan (an "Optionee") may hold more than one option hereunder, but only on the
terms and conditions hereinafter set forth. Notwithstanding any of the other
provisions of this Plan, options shall not be granted hereunder to an individual
who then owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of Spiegel, or of a parent or a subsidiary
corporation (as those terms are defined in Section 425 of the Code) of Spiegel,
such ownership to be determined by application of the applicable attribution
rules under the Code.
SECTION 4. STOCK TO BE ISSUED UNDER THIS PLAN.
The stock to be issued upon the exercise of options granted under this Plan
shall be shares of the $1.00 par value per share Class A Non-Voting Common Stock
of Spiegel ("Class A Stock") which may either be authorized and unissued shares
or issued shares held in or hereafter acquired for the treasury of Spiegel. The
aggregate number of shares of Class A Stock which may be issued under options
granted hereunder shall not exceed One Million Nine Hundred Thousand (1,900,000)
shares. In the event that any outstanding option under this Plan expires or is
terminated, the shares of Class A Stock allocable to the unexercised portion of
such option may again be subject to an option under the Plan.
Spiegel shall not be required to issue or deliver any certificate for
shares of its Class A Stock purchased upon the exercise of all or any part of an
option before (a) the admission of such shares to listing on any stock exchange
on which such stock may then be listed, or, if applicable, approved for
inclusion on the National Market System of the NASD and (b) completion of any
registration or other qualification of such shares under any state or federal
law or ruling or regulation of any governmental regulatory body that Spiegel
shall, in its sole discretion, determine is necessary or advisable.
SECTION 5. TERMS AND CONDITIONS OF OPTIONS.
Each option granted under this Plan shall be evidenced by an agreement in
writing, which shall be subject to such amendment and modification from time to
time as the Committee shall deem necessary to comply with applicable law or
regulation, and which shall contain, in such form and with such other provisions
as the Committee shall from time to time determine, provisions which comply with
the following terms and conditions:
(a) THE NUMBER OF SHARES. Each option shall state the number of
shares of Class A Stock to which it pertains.
- 2 -
<PAGE>
(b) OPTION PRICE. Each option shall state the option price per share
of Class A Stock which shall be equal to the fair market value of one share
of Class A Stock on the date of the granting of the option. The Committee
shall have full authority to determine the fair market value of a share of
Class A Stock. If the Class A Stock is traded in the over-the-counter
market, such fair market value shall be deemed to be the arithmetical mean
between the asked and the bid prices between the opening of the market and
noon on such date as reported by NASDAQ. If the Class A Stock is traded on
an exchange, such fair market value shall be deemed to be the arithmetical
mean of the high and low prices at which it is quoted or traded between the
opening of the market and noon on such day on the exchange on which it
generally has the greatest trading volume.
(c) MEDIUM AND TIME OF PAYMENT. The option price shall be payable in
United States dollars upon the exercise of the option, and the exercise of
any option and the delivery of the optioned shares shall be contingent upon
receipt by Spiegel of the full purchase price paid in cash or by check.
(d) TERM AND EXERCISE OF OPTIONS. Each option shall state the period
of time during which the option may be exercised; provided, however, that,
anything contained herein to the contrary notwithstanding, no option
granted hereunder shall be exercisable after the expiration of ten years
after the date of grant of such option. Subject to the terms of the Plan,
any option may be exercised, in whole or in part, from time to time, as to
one or more whole shares of Class A Stock covered by the option, during its
period of exercise.
(e) PERIOD OF EXERCISE OF OPTIONS. Except as otherwise specifically
provided herein:
(1) No option granted hereunder prior to March 1, 1988 shall be
exercisable until December 29, 1988 (or the next preceding business
day if December 29, 1988 is a holiday) when it shall become and remain
exercisable for 20% of the shares covered thereby. Each such option
granted prior to March 1, 1988 shall become and remain exercisable for
an additional 20% of the shares covered thereby on December 29, 1989,
December 29, 1990, December 29, 1991 and December 29, 1992 (or the
next business day preceding any said December 29th which is a
holiday);
(2) No option granted hereunder on or after March 1, 1988 shall
be exercisable until the first anniversary of the grant thereof, when
it shall become and remain exercisable for 20% of the shares covered
thereby. Each option granted on or after March 1, 1988 shall become
and remain exercisable for an additional 20% of the shares covered
thereby on the second, third, fourth and fifth anniversaries of the
grant thereof;
(3) An Optionee may exercise a portion of an option from the
date that portion first becomes exercisable until the option expires
or is otherwise terminated;
(4) In the case of any fractional share resulting from any
calculation under the Plan, the shares available for exercise shall be
determined to the nearest lower number of whole shares.
- 3 -
<PAGE>
(f) MAXIMUM VALUE OF STOCK WITH RESPECT TO WHICH INCENTIVE STOCK
OPTIONS ARE EXERCISABLE FOR FIRST TIME IN ANY CALENDAR YEAR Anything
contained herein to the contrary notwithstanding, to the extent the
aggregate fair market value (determined at the time the option is granted)
of stock with respect to which options are exercisable for the first time
by any eligible employee during any one calendar year (under this Plan and
all other incentive stock option plans of Spiegel or any parent or
subsidiary corporation of Spiegel) shall exceed One Hundred Thousand
Dollars ($100,000.00), such excess options shall be treated as options
which are not incentive stock options, taking options into account in the
order in which they were granted. In the case of an option that is to be
treated in part as an incentive stock option and in part as a non-incentive
stock option, Spiegel may designate the shares of Class A Stock that are to
be treated as stock acquired pursuant to exercise of an incentive stock
option by issuing a separate certificate for such shares and identifying
the certificate as incentive stock option shares in the stock transfer
records of Spiegel.
(g) TRANSFER OF OPTION. Neither the whole nor any part of any option
shall be transferable by an Optionee or by operation of law during said
Optionee's lifetime and at said Optionee's death an option or any part
thereof shall only be transferable by said Optionee's will or by the laws
of descent and distribution. An option may be exercised during the
lifetime of the Optionee only by the Optionee. Any option, and any and all
rights granted to an Optionee thereunder, to the extent not theretofore
effectively exercised shall automatically terminate and expire upon any
sale, transfer or hypothecation or any attempted sale, transfer or
hypothecation of such option or rights, or upon the bankruptcy or
insolvency of the Optionee.
(h) TERMINATION OF EMPLOYMENT. No option may be exercised after the
termination of the employment of the Optionee with the Corporation except
as hereinafter provided, specifically subject, however, to the provisions
of paragraph (d) of this Section 5:
(1) RETIREMENT. Options granted under the Plan may be exercised
within three (3) months after the Retirement (as hereinafter defined)
of the Optionee and the options shall be exercisable for all of the
shares covered thereby, notwithstanding the provisions of paragraph
(e) of this Section 5. For purposes of the Plan, "Retirement" shall
mean any termination of employment with the Corporation occurring
after the completion of ten (10) years of service with the Corporation
and the attainment of age fifty-five (55) by the Optionee.
(2) DISABILITY. Options granted under the Plan may be exercised
within three (3) months after the termination of the employment of the
Optionee by reason of the Disability (as hereinafter defined) of the
Optionee and the option shall be exercisable for all of the shares
covered thereby, not withstanding the provisions of paragraph (e) of
this Section 5. For purposes of this Plan, an Optionee shall be
deemed have incurred a "Disability" if a disinterested duly licensed
medical doctor appointed by the Corporation determines that the
Optionee is totally and permanently prevented, as a result of physical
or mental infirmity, injury, or disease, either occupational or
nonoccupational in cause, from holding the job or position with the
Corporation or engaging in the employment activity, or a comparable
job or employment activity with the Corporation, which the Optionee
held or customarily
- 4 -
<PAGE>
engaged in prior to the occurrence of the disability (provided,
however, that disability hereunder shall not include any disability
incurred or resulting from the Optionee's having engaged in a criminal
act or enterprise, or any disability consisting of or resulting from
the Optionee's chronic alcoholism, addiction to narcotics or an
intentionally self-inflicted injury).
(3) DEATH.
(i) If an Optionee shall die while employed by the
Corporation or within three (3) months after termination of
employment with the Corporation by reason of Retirement or
Disability, the options granted under this Plan to such deceased
Optionee shall be exercisable within one (1) year after the date
of the Optionee's death and the options shall be exercisable for
all of the shares covered thereby, notwithstanding the provisions
of paragraph (e) of this Section 5.
(ii) If an Optionee shall die within three (3) months after
termination of employment with the Corporation for a reason other
than Retirement or Disability, the options granted under this
Plan to such deceased Optionee shall be exercisable within one
(1) year after the date of the Optionee's death but the options
may not be exercised for more than the number of Shares, if any,
as to which the options were exercisable by the Optionee
immediately prior to his death.
(iii) The legal representative, if any, of the deceased
Optionee's estate, otherwise the appropriate legatees or
distributees of the deceased Optionee's estate may exercise the
option on behalf of such a deceased Optionee.
(4) INVOLUNTARY TERMINATION OF EMPLOYMENT. Options granted
under the Plan may be exercised within three (3) months after the
Involuntary Termination of Employment (as hereinafter defined) of the
Optionee with the Corporation and the options shall be exercisable for
all of the shares covered thereby, notwithstanding the provisions of
paragraph (e) of this Section 5. For purposes of the Plan,
"Involuntary Termination of Employment" shall mean any termination of
an Optionee's employment with the Corporation by reason of the
discharge, firing or other involuntary termination of an Optionee's
employment by action of the Corporation other than an involuntary
termination for cause as described in subparagraph (6) of this
paragraph (h).
(5) VOLUNTARY TERMINATION OF EMPLOYMENT . Options granted under
the Plan may be exercised, if otherwise timely, within three (3)
months after the Voluntary Termination of Employment (as hereinafter
defined) of the Optionee with the Corporation but the options may not
be exercised for more than the number of shares, if any, as to which
the options were exercisable by the Optionee immediately prior to such
termination of employment as determined under the provisions of
paragraph (e) of this Section 5. For purposes of the Plan "Voluntary
Termination of Employment" shall mean any voluntary termination of
employment with the
- 5 -
<PAGE>
Corporation by reason of the Optionee's quitting or otherwise
voluntarily leaving the Corporation's employ other than a voluntary
termination of employment by reason of Retirement or a voluntary
termination of employment constituting a termination for cause as
described in subparagraph (6) of this paragraph (h).
(6) TERMINATION FOR CAUSE. Anything contained herein to the
contrary notwithstanding, if the termination of an Optionee's
employment with the Corporation is as a result of or caused by the
Optionee's theft or embezzlement from the Corporation, the violation
of a material term or condition of his employment, the disclosure by
the Optionee of confidential information of the Corporation,
conviction of the Optionee of a crime of moral turpitude, the
Optionee's stealing trade secrets or intellectual property owned by
the Corporation, any act by the Optionee in competition with the
Corporation or any other act, activity or conduct of the Optionee
which in the opinion of the Board Committee of the Board of Directors
is adverse to the best interests of the Corporation, then any options
and any and all rights granted to such Optionee thereunder, to the
extent not yet effectively exercised, shall become null and void
effective as of the date of the occurrence of the event which results
in the Optionee ceasing to be an employee of the Corporation and any
purported exercise of an option by or on behalf of said Optionee
following such date shall be of no effect.
(i) ACCELERATION. The Committee may, in the case of merger,
consolidation, dissolution or liquidation of Spiegel, accelerate the
expiration date of any option for any or all of the shares covered thereby
(but still giving Optionees a reasonable period of time to exercise any
outstanding options prior to the accelerated expiration date) and may, in
the case of merger, consolidation, dissolution or liquidation of Spiegel,
or in any other case in which it feels it is in the Corporation's best
interest, accelerate the date or dates on which any option or any part of
any option shall be exercisable for any or all of the shares covered
thereby.
(j) RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a
stockholder with respect to any shares covered by any of said Optionee's
options until the date that Spiegel receives payment in full for the
purchase of said shares pursuant to the effective exercise of said option.
No adjustment shall be made for dividends or distributions or other rights
for which the record date is prior to the date such payment is received by
Spiegel, except as provided in Section 7 hereof.
(k) DOCUMENTS TO BE DELIVERED TO OPTIONEES. Upon the grant of an
option hereunder to an Optionee, there shall be delivered to the Optionee a
prospectus describing the options granted hereunder and the Class A Stock
covered by the options together with such other information or documents as
the Committee shall deem necessary or advisable.
(l) COMPLIANCE WITH SECURITIES EXCHANGE ACT. Notwithstanding
anything herein to the contrary, options shall always be granted and
exercised in such a manner as to conform to the provisions of Rule 16b-3,
or any replacement rule, adopted pursuant to the provisions of the
Securities Exchange Act of 1934 as the same now exists or may, from time to
time, be amended.
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(m) OTHER PROVISIONS. The option agreements authorized under the
Plan shall contain such other provisions, including, without limitation,
restrictions upon the exercise of the option, as the Committee shall deem
advisable and, in any event, all such option agreements shall contain such
limitations and restrictions upon the exercise of the option as shall be
necessary in order that such option will be an "incentive stock option" as
defined in Section 422 of the Code (except as provided in paragraph (f) of
Section 5 hereof) or to conform to any change in the law.
SECTION 6. NOTICE OF INTENT TO EXERCISE OPTIONS.
An Optionee desiring to exercise an option granted hereunder as to one or
more of the shares covered thereby must, in order to so exercise the option,
notify the Corporation in writing to that effect, specifying the number of
shares to be purchased in a form satisfactory to the Committee.
SECTION 7. STOCK DIVIDEND - RECAPITALIZATION - CONSOLIDATION.
If any stock dividend shall be declared upon the Class A Stock or if the
Class A Stock shall hereafter be subdivided, consolidated, or changed into other
securities of Spiegel, or a successor corporation to Spiegel, then in each such
event, shares of Class A Stock which would be delivered pursuant to exercise of
any options shall for the purpose of adjusting the number and kind thereof, be
treated as though outstanding immediately prior to the occurrence of such event
and the purchase price to be paid therefor shall be appropriately adjusted to
give effect thereto.
The grant of an option pursuant to the Plan shall not affect in any way the
right or power of Spiegel to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
SECTION 8. EXPIRATION AND TERMINATION OF PLAN.
Options may be granted pursuant to this Plan only within ten (10) years
following the earlier to occur of the date on which the Plan is originally
adopted by the Board of Directors and the date on which the Plan is originally
approved by holders of the Class B Voting Common Stock of Spiegel.
Options may be granted under the Plan at any time until the Plan is
terminated by the Board of Directors or until such earlier date when termination
of the Plan shall be required by applicable law. If not sooner terminated, the
Plan shall terminate automatically on January 4, 1998, which is ten years from
the date on which the Plan was originally approved by the Board of Directors.
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<PAGE>
SECTION 9. AMENDMENT OF THE PLAN.
The Board of Directors may, insofar as permitted by law, from time to time,
with respect to any shares of Class A Stock at the time not subject to
outstanding options, suspend or discontinue the Plan or revise or amend it in
any respect whatsoever except that, without approval of the holders of a
majority of the Class B Voting Common Stock of Spiegel, no such revision or
amendment shall change the number of shares of Class A Stock subject to the Plan
(except as may occur as a result of an occurrence described in Section 7),
change the designation of the class of employees eligible to receive options,
remove the administration of the Plan from the Committee, or render any member
of the Committee eligible to receive an option under the Plan while serving
thereon. Furthermore, the Plan may not, without the approval of the holders of
a majority of the Class B Voting Common Stock of Spiegel, be amended in any
manner that will cause options issued under it to fail to meet the requirements
of "incentive stock options" as defined in Section 422 of the Code (except as
provided in paragraph (f) of Section 5 hereof) or which would result in a
failure to comply with Section 16(b)(3) of the Securities Exchange Act of 1934
or similar statute or rules or regulations adopted thereunder.
SECTION 10. GRANTING OF OPTIONS.
The granting of any option pursuant to this Plan shall be entirely in the
discretion of the Committee and nothing herein contained shall be construed to
give any employee any right to participate under this Plan or to receive any
option under it. The granting of an option shall impose no duty upon the
Optionee to exercise such option.
Neither the adoption and maintenance of the Plan nor the granting of an
option pursuant to this Plan shall be deemed to constitute a contract of
employment between the Corporation and any employee or to be a condition of the
employment of any person. Nothing herein contained shall be deemed to (a) give
to any employee the right to be retained in the employ of the Corporation; (b)
interfere with the right of the Corporation to discharge or retire any employee
at any time; (c) be deemed to give to the Corporation the right to require an
employee to remain in its employ or (d) interfere with the employee's right to
terminate his employment at any time.
SECTION 11. GOVERNMENT REGULATIONS.
This Plan and the granting and exercise of any option hereunder and the
obligations of Spiegel to sell and deliver shares under any such option shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies as may be required.
SECTION 12. PROCEEDS FROM SALE OF STOCK.
Proceeds of the purchase of optioned shares by any Optionee shall be for
the general business purposes of Spiegel.
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SECTION 13. REPORTING REQUIREMENTS.
The Committee shall furnish each Optionee hereunder with such information
relating to the exercise of any option granted hereunder to said Optionee as is
required under the Code and applicable State and Federal Security laws.
SECTION 14. APPROVAL OF STOCKHOLDERS.
No option granted hereunder shall be exercisable until the Plan is approved
by the holders of a majority of the outstanding shares of the Class B Voting
Common Stock of Spiegel. The Plan was originally approved by the holders of a
majority of the outstanding shares of the Class B Voting Common Stock of
Spiegel, Inc. on April 27, 1988. The Plan as amended and restated as of
December 1, 1995 and the increase in the aggregate number of shares of Class A
Stock which may be issued under options granted pursuant to the Plan to One
Million Nine Hundred Thousand (1,900,000) shares were approved by the holders of
a majority of the outstanding shares of the Class B Voting Common Stock of
Spiegel, Inc. on December 1, 1995.
SECTION 15. INTERPRETATION.
The terms of this Plan are subject to all present and future regulations
and rulings of the Secretary of the Treasury or his delegate relating to the
qualification of Incentive Stock Options under Section 422 of the Code. If any
provision of the Plan conflicts with any such regulation or ruling, that
provision of the Plan shall be void and of no effect.
SPIEGEL, INC.
By:
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