As filed with the Securities and Exchange Commission on
September 25, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
HOUSE OF FABRICS, INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware 95-3426136
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13400 Riverside Drive, Sherman Oaks, California 91423
(Address of principal executive offices)
HOUSE OF FABRICS
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
MARVIN S. MALTZMAN, ESQ.
HOUSE OF FABRICS, INC.
13400 Riverside Drive
Sherman Oaks, California 91423
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(818) 385-2303
___________________
Copy to:
Richard A. Boehmer, Esq.
O'Melveny & Myers LLP
400 South Hope Street, Suite 1500
Los Angeles, California 90071
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
- --------------------------------------------------------------------------
Common Stock, $.01 84,375(1) $3.75(2) $316,406.25(2) $109.11(2)
par value shares
(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options
and other rights to purchase or acquire the shares of
Common Stock covered by the Prospectus and, pursuant to
Rule 416, an additional indeterminate number of shares
which by reason of certain events specified in the Plan
may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the bid and asked
prices of the Common Stock on September 20, 1996 as
reported for NASDAQ National Market and published in the
Western Edition of The Wall Street Journal.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to employees as specified
by Securities and Exchange Commission Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of House of Fabrics, Inc. (the
"Company") filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended January 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the
periods ended April 30, 1996 and July 31, 1996; and
(c) The Company's Current Report on Form 8-K, event dated
July 10, 1996.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities then remaining unsold, are deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion
of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently
filed document which also is or is deemed to be 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 amended, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law provides for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the Securities Act of 1933. Pursuant to Section 145 of the
Delaware General Corporation Law, a corporation may indemnify
an officer or director if that person acted in good faith and
in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to
criminal actions or proceedings, had no reason to believe the
conduct was unlawful.
The Company has adopted provisions in its Certificate
of Incorporation which limit the liability of its directors
and officers to the fullest extent permitted by Delaware law.
The Company will indemnify its directors and officers for
certain claims against them arising out of their duties as
directors or officers of the Company. The Company may also
advance expenses (including attorneys' fees) to its directors
and officers relating to such claims. The Company has
purchased and maintains insurance covering any liabilities
asserted against and incurred by its directors and officers
acting in such capacities, whether or not the Company would
have the power or obligation to indemnify such directors or
officers under its Certificate of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities
Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus
any facts or events arising after the effective
date of the Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) 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 (the "Exchange Act") that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new regis-
tration 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; and
(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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
<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 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California,
on this 23rd day of September, 1996.
HOUSE OF FABRICS, INC.
By: __Gary L. Larkins__
Gary L. Larkins
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
___Gary L. Larkins___ Director, President and September 23, 1996
Gary L. Larkins Chief Executive Officer
(Principal Executive Officer)
___John Labbett___ Director and Chief September 23, 1996
John Labbett Financial Officer
(Principal Financial
Officer)
<PAGE>
___Gregory Lewis___ Controller (Principal September 23, 1996
Gregory Lewis Accounting Officer)
___R. N. Hankin___ Director September 23, 1996
R. N. Hankin
___H. Michael Hecht___ Director September 23, 1996
H. Michael Hecht
___Mitchell G. Lynn___ Director September 23, 1996
Mitchell G. Lynn
___Carl G. Gregory, III__ Director September 23, 1996
Carl G. Gregory, III
___Alison L. May___ Director September 23, 1996
Alison L. May
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4 Non-Employee Directors' Stock Option Plan.
5 Opinion of Marvin S. Maltzman.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
<PAGE>
EXHIBIT 4
HOUSE OF FABRICS
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. PURPOSE OF THE DIRECTORS PLAN.
The House of Fabrics Non-Employee Directors' Stock Option
Plan (hereafter the "Directors Plan") is to provide a means by
which House of Fabrics, Inc. and its subsidiaries (hereafter
the "Company") shall be able to attract and retain experienced
and qualified non-employee directors and provide such
directors with an opportunity to participate in the increased
value of the Company, which their efforts, initiative and
skill have helped produce.
2. ADMINISTRATION.
Subject to the express provisions of the Directors Plan, the
Board of Directors of the Company (the "Board") also shall
have complete authority to interpret the Directors Plan, to
prescribe, amend and rescind rules and regulations relating to
it, and to make all other determinations necessary or
advisable for the administration of the Directors Plan. All
determinations of the Board on the matters referred to in
this paragraph 2 shall be conclusive.
3. PARTICIPANTS.
Participation in the Directors Plan ("Participants") shall be
limited to the non-employee directors of the Company.
4. TERM OF GRANTS.
The term of each stock option (hereafter "Option") granted
shall be ten (10) years from date of grant, subject to earlier
termination, as provided in Paragraph 11.
5. STOCK OPTION AWARDS.
The purchase price of the Common Stock covered by each option
shall be 100% of the fair market value of the Common Stock on
the date the option is granted. For purposes of this
Directors Plan, the "fair market value" of the Common Stock on
any date shall be the closing price of the Common Stock as
reported on the NASDAQ National Market Quotation System for
that date, or on any other recognized quotation system. If
the closing price is reported as "bid" and "asked" the "fair
market value" shall be the mid point between the "bid" and
"asked" price. If there are no sales on such date, the next
trading day on which there are sales shall be used to
establish the purchase price. Such price shall be subject to
adjustment as provided in paragraph 9 hereof.
6. EXERCISE OF OPTIONS.
(a) Options granted under the Directors Plan shall in no
event be exercised within 12 months from the date of the
grant. However, in the event there is a "Change-in-Control"
of the Company, as defined in Appendix "A" attached hereto,
all outstanding options, which are not yet vested, shall be
fully vested and subject to exercise.
(b) An option shall be exercised only by written notice to
the Company, for any or all full shares as to which the option
has become exercisable.
(c) The purchase price of the shares, as to which an option
is exercised, shall be paid for in cash at the time of
exercise, or for such other consideration, or upon such other
terms and conditions as the Board may approve.
(d) Except as provided in paragraphs 10 and 11, no option
may be exercised unless the holder thereof is then a director
of the Company at the time of such exercise.
7. EFFECTIVE DATE.
The Directors Plan shall become effective upon adoption by
the Board and confirmation of the Company's Plan of
Reorganization by the Bankruptcy Court. The Directors Plan
shall terminate and no new options shall be granted under the
Directors Plan after July 31, 2006.
8. LIMITS ON AWARDS.
The maximum number of options which may be granted under the
Directors Plan is 84,375 and the maximum number of shares of
common stock of the Company which may be issued under the
Directors Plan is 84,375. Any forfeited or canceled options,
shall be available for future grants.
9. DILUTION.
In the event of a stock split, stock dividend,
reclassification, reorganization, recapitalization, merger,
consolidation, exchange of shares, or any other capital
adjustment of shares of common stock of the Company, the
number of options of a Participant and the maximum number of
options and shares of common stock provided in paragraph 8
shall be adjusted in the same manner as shares of the
Company's common stock. Any fractional shares resulting from
such adjustments shall be eliminated.
10. TRANSFERABILITY.
Any option arising under the Directors Plan shall not be
transferable except by will or the laws of descent and
distribution. Options may be exercised during the life time
of the Participant, only by the Participant or by his guardian
or legal representative.
11. TERMINATION.
In the event a Participant is no longer a director of the
Company, except by death or disability, all unexercised
options granted to a director under the Directors Plan shall
expire and be forfeited effective on the date such
directorship terminates. In the event a director dies or is
disabled and can no longer serve as a director, the options
for such director shall be deemed to expire and be forfeited
on the 120th day following such death or disability.
12. SECURITIES ACT OF 1933.
Upon issuance of common stock of the Company of the
Participant, his heirs or representative, the recipient of
such stock may be required to represent that the shares of
stock are taken for investment and not resale and make such
other representations as may be necessary to qualify the
issuance of the shares as exempt from the Securities Act of
1933 or to permit registration of the shares and shall
represent that he or she shall not dispose of such shares in
violation of the Securities Act of 1933 and the Securities and
Exchange Act of 1934. The Company reserves the right to place
a legend on any stock certificate issued pursuant to the
Directors Plan to assure compliance with this paragraph. No
shares of common stock of the Company shall be required to be
distributed until the Company shall have taken such action, if
any, as is then required to comply with the provisions of the
Securities Act of 1933 or any other then applicable securities
law or regulation of any stock exchange.
13. WITHHOLDING OF TAX.
Participants under the Directors Plan shall be responsible
for payment to the Company of the amount of any tax required
by any governmental authority to be withheld and paid over by
the Company to such governmental authority for the account of
the person entitled to such option.
14. AMENDMENT OF DIRECTORS PLAN.
(a) The Board may at any time suspend, terminate, modify or
amend the Directors Plan. To the extent required by law, any
modification, which shall materially increase the benefits
accruing to Participants, the number of options to purchase
shares which may be issued under the Directors Plan or
materially modify the requirements as to eligibility for
participation in the Directors Plan shall become effective
only by affirmative vote of the holders of the majority of the
outstanding shares of the common stock of the Company. No
termination or amendment of the Directors Plan may, without
the consent of a Participant, adversely affect the rights of
such Participant.
(b) Notwithstanding anything to the contrary in the
Directors Plan, after the Transition Period (as defined below)
with respect to Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 ("Rule 16b-3"), the Board may authorize
discretionary grants of Options to Participants subject only
to the limitations under paragraphs 4, 8, 10, and 11 hereof.
"Transition Period" means the period ending on the day the
Company elects or is required to become subject to Rule 16b-3
as amended in 1996.
15. CURRENT STOCK OPTION GRANT.
Upon the effective date of the Directors Plan, a grant of
18,750 stock options to the following non-employee directors:
R.N. Hankin, H. Michael Hecht, Mitchell G. Lynn is hereby
approved. Upon the appointment of two new non-employee
directors an initial grant of 9,375 stock options is hereby
approved. Said options are to vest as follows: after 18
months 25%; after 24 months 50%; and after 36 months 100%.
16. FUTURE STOCK OPTION GRANTS.
(a) APPOINTMENT. Except as determined by the Board as set
forth in the paragraph 14(b) hereof, upon the appointment of
new or additional non-employee directors a grant of 9,375
stock options for each new or additional non-employee director
is authorized at the "fair market value" of House of Fabrics
stock on the date of such appointment, which option shall be
for a ten-year term and vest equally over a three-year period.
<PAGE>
(b) ELECTION. Except as determined by the Board as set forth
in the paragraph 14(b) hereof, upon election of an incumbent
non-employee director a grant of 1,875 stock options is
authorized at the "fair market value" of House of Fabrics
stock on the date of such election, which option shall be for
a ten-year term and vest equally over a three-year period.
The election of an incumbent director shall occur on the day
of the Annual Stockholders Meeting.
DATED: JULY 25, 1996
HOUSE OF FABRICS, INC.
BY: ___/s/ Gary L. Larkins___
ITS PRESIDENT, GARY L. LARKINS
AND: ___/s/ Marvin S. Maltzman___
ITS SECRETARY, MARVIN S. MALTZMAN
<PAGE>
APPENDIX "A"
A "Change in Control" shall have occurred if, with or without
consent of the Board of Directors, (1) any person, enterprise,
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) or other entity shall become the beneficial owner
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of at least 33.3% of
the outstanding stock of the Company entitled to vote
generally for the election of directors, or (ii), at any time
fewer than 51% of the members of the Board of Directors of the
Company shall be persons who were either nominated for
election by the Board of Directors, or were elected by the
Board of Directors; provided, however, that for purposes of
determining whether a majority of the Board of Directors of
the Company has approved such nomination or election, there
shall be excluded any individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the
Board of Directors of the Company, or (iii), there shall be a
sale of all or substantially all of the Company's assets or
the Company shall merge or consolidate with another
corporation and the stockholders of the Company immediately
prior to such transaction do not own, immediately after such
transaction, stock of the purchasing or surviving corporation
in such transaction (or of the parent corporation of the
purchasing or surviving corporation), possessing more than 50%
of the voting power (for the election of directors generally)
of the outstanding stock of that corporation, which ownership
shall be measured without regard to any stock of the
purchasing, surviving or parent corporation owned by the
stockholders of the Company before the transaction.
<PAGE>
EXHIBIT 5
OPINION OF MARVIN S. MALTZMAN
HOUSE OF FABRICS - SO-FRO FABRICS - FABRICLAND
MARVIN S. MALTZMAN, Sr. Vice President
Secretary and General Counsel
September 23, 1996
Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: OPINION OF COUNSEL FOR HOUSE OF FABRICS
1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
Gentlepersons:
I am rendering this Opinion of Counsel in my capacity as Sr.
Vice President, Secretary and General Counsel of House of
Fabrics, Inc., a Delaware Corporation to be used in connection
with the Registration Statement on Form S-8 to be filed by
House of Fabrics, Inc., with the Securities and Exchange
Commission seeking approval to issue 84,375 shares pursuant to
the House of Fabrics 1996 Non-Employee Directors' Stock Option
Plan (Hereafter "Plan").
In that connection, I have examined the Form S-8 Registration
Statement and all exhibits attached thereto, and based upon
that examination, state that all shares of common stock issued
pursuant to the Plan will be fully issued and non-assessable,
and when the certificates have been issued, counter-signed and
registered by the Company's Transfer Agent and Registrar in
the names of the respective shareholder, said stock will be
legally issued.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-8 under the Securities
Act of 1933.
Sincerely,
___Marvin S. Maltzman___
Marvin S. Maltzman
MSM:bhh
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of House of Fabrics, Inc. pertaining to
the House of Fabrics, Inc. Non-Employee Directors' Stock
Option Plan on Form S-8 of our report dated April 29, 1996,
appearing in the Annual Report on Form 10-K of House of
Fabrics, Inc. for the year ended January 31, 1996.
___Deloitte & Touche LLP___
Deloitte & Touche LLP
Costa Mesa, California
September 23, 1996
