<PAGE> 1
As filed with the Securities and Exchange Commission on January 28, 1994
Registration No.
==================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
HANOVER DIRECT, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-0853260
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Harbor Boulevard
Weehawken, New Jersey 07087
------------------------------- -------------------
(Address of Principal (Zip Code)
Executive Offices)
1993 All-Employee Equity Investment Plan
-------------------------------------------
(Full title of the plan)
Michael P. Sherman, Esq.
Executive Vice President
and General Counsel
Hanover Direct, Inc.
1500 Harbor Boulevard
Weehawken, New Jersey 07087
------------------------------------------
(Name and address of agent for service)
(201) 319-3400
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Proposed Proposed Amount
Title of maximum maximum of
securities Amount offering aggregate regi-
to be to be price per offering stration
registered registered share(1) price(1) fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.66-2/3 300,000 shs. $7.00 $2,100,000 $724.14
per share
===============================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended, and
based on the average of the high and low prices on the American Stock
Exchange on January 25, 1994.
Page 1 of 8 pages Exhibit Index appears
on page 5
<PAGE> 2
HANOVER DIRECT, INC.
Registration of Additional Securities
This registration is for additional securities of the same
class as other securities for which a Form S-8 registration statement relating
to the same employee benefit plan is effective.
This Form S-8 registration incorporates by reference the
contents of the earlier S-8 registration statement No. 33- 58756, relating to
Hanover Direct, Inc.'s 1993 All-Employee Equity Investment Plan, filed with the
Securities and Exchange Commission on February 24, 1993.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Weehawken, State of New
Jersey, on this 27th day of January, 1994.
HANOVER DIRECT, INC.
By: /s/ Jack E. Rosenfeld
---------------------------
Jack E. Rosenfeld
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Jack E. Rosenfeld,
Wayne P. Garten and Michael P. Sherman, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto such attorneys-in- fact
and agents 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 they 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.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been
II-1
<PAGE> 4
signed below by the following persons in the capacities indicated on this 27th
day of January, 1994.
Name Title
---- -----
/s/ Alan G. Quasha Chairman of the Board and
- ----------------------------- Director
Alan G. Quasha
/s/ Jack E. Rosenfeld Director, President and Chief
- ----------------------------- Executive Officer
Jack E. Rosenfeld (principal executive officer)
/s/ Wayne P. Garten Executive Vice President
- ----------------------------- (principal financial officer)
Wayne P. Garten
/s/ Ralph Destino Director
- -----------------------------
Ralph Destino
/s/ J. David Hakman Director
- -----------------------------
J. David Hakman
/s/ S. Lee Kling Director
- -----------------------------
S. Lee Kling
/s/ Theodore H. Kruttschnitt Director
- -----------------------------
Theodore H. Kruttschnitt
/s/ Jeffrey Laikind Director
- -----------------------------
Jeffrey Laikind
/s/ Edmund R. Manwell Director
- -----------------------------
Edmund R. Manwell
/s/ Geraldine Stutz Director
- -----------------------------
Geraldine Stutz
/s/ Elizabeth Valk Long Director
- -----------------------------
Elizabeth Valk Long
/s/ Robert F. Wright Director
- -----------------------------
Robert F. Wright
II-2
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
<S> <C> <C>
4(a) Certificate of Incorporation
of the Company, as filed with the
Secretary of State of Delaware on
April 15, 1993. Incorporated
herein by reference to the
Company's Registration Statement on
Form S-4 filed on April 19, 1993,
Registration No. 33-61252. ---
(b) By-laws of the Company. Incorporated
herein by reference to the
Company's Registration Statement on
Form S-4 filed on April 19, 1993,
Registration No. 33-61252. ---
5 Opinion of Whitman Breed Abbott &
Morgan re legality, including
consent of such counsel. 4
23(a) Consent of Arthur Andersen & Co. 6
(b) The consent of Whitman Breed Abbott
& Morgan is contained in the opinion
filed as Exhibit 5 to this
Registration Statement. ---
</TABLE>
II-3
<PAGE> 1
EXHIBIT NO. 5
Whitman Breed Abbott & Morgan
200 Park Avenue
New York, New York 10166
January 27, 1994
Hanover Direct, Inc.
1500 Harbor Boulevard
Weehawken, New Jersey 07087
Re: Hanover Direct, Inc. -
300,000 Shares of Common Stoc
Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed by Hanover Direct, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission").
The Registration Statement covers 300,000 shares (the "Shares") of the
Company's Common Stock, par value $.66- 2/3 per share, to be issued and sold by
the Company to its eligible employees pursuant to the Company's 1993
All-Employee Equity Investment Plan (the "Plan").
We have examined the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of the Company
and of public officials and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such examina-tion,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
4
<PAGE> 2
Based upon our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the documents
that we have examined, we are of the opinion that the Shares proposed to be
issued and sold by the Company have been duly authorized for issuance and that
the Shares, when issued to and paid for by the purchasers in accordance with
the terms of the Plan, will have been validly issued and will be fully paid and
non-assessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under section 7 of the
Securities Act or the General Rules and Regulations of the Commission.
Very truly yours,
WHITMAN BREED ABBOTT & MORGAN
5
<PAGE> 1
EXHIBIT NO. 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
February 22, 1993 included in The Hanover Companies' Form 10-K for the year
ended December 26, 1992 and The Horn & Hardart Company's Form 10-K for the year
ended December 26, 1992 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN & CO.
New York, New York
January 27, 1994
6
