<PAGE> 1
As filed with the Securities and Exchange Commission on January 28, 1994
Registration No.
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
HANOVER DIRECT, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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)
</TABLE>
1978 Stock Option Plan
--------------------------------------------------
(Full title of the plan)
Michael P. Sherman, Esq.
Executive Vice President,
General Counsel and Secretary
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)
Page 1 of 9 pages
Exhibit Index Appears on pages 5-6
<PAGE> 2
The Registrant, Hanover Direct, Inc., a Delaware corporation,
successor-in-interest to The Horn & Hardart Company, a Nevada corporation (the
"Company"), pursuant to a merger for the purpose of simplifying the Company's
corporate structure and changing the Company's state of incorporation from
Nevada to Delaware, hereby adopts as its own, pursuant to Rule 414(d) under the
Securities Act of 1933, as amended, the Company's Registration Statements on
Form S-8, File No. 2-92383 and File No. 2-85451, and any amendments thereto,
and any other Registration Statements which register additional shares under
the 1978 Stock Option Plan, for all purposes of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended.
<PAGE> 3
PART II
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Hanover Direct, Inc. ("HDI") is incorporated under the laws of
Delaware. Section 145 of the Delaware General Corporation Law generally
provides that HDI is empowered to indemnify any person who is made a party to
any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of HDI or is
or was serving, at the request of HDI, in any of such capacities of another
corporation or other enterprise, if such director, officer, employee or agent
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of HDI, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Article SEVENTH of the Certificate of Incorporation of HDI
(referred to therein as the "Corporation") provides, in pertinent part, as
follows:
Indemnification. Except as prohibited by Section 145 of the
Delaware General Corporation Law, every director and officer of the
Corporation shall be entitled as a matter of right to be indemnified
by the Corporation against reasonable expense and any liability paid
or incurred by such person in connection with any actual or threatened
claim, action, suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the
Corporation or otherwise, in which he or she may be involved, as a
party or otherwise, by reason of such person being or having been a
director or officer of the Corporation or by reason of the fact that
such person is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary or other representative of the
Corporation or another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim, action, suit or
proceeding hereinafter being referred to as an "action"); provided,
however, that no such right of indemnification shall exist with
respect to an action brought by a director or officer against the
Corporation other than in a suit for indemnification as provided
hereunder. Such indemnification shall include the right to have
expenses incurred by such person in connection with an action paid in
advance by the Corporation prior to final disposition of such action,
subject to such conditions as may be prescribed by law.
II-1
<PAGE> 4
As used herein, "expense" shall include, among other things, fees and
expenses of counsel selected by such person, and "liability" shall
include amounts of judgments, excise taxes, fines and penalties, and
amounts paid in settlement.
Insurance; Other Funding. The Corporation may purchase and
maintain insurance to protect itself and any person eligible to be
indemnified hereunder against any liability or expense asserted or
incurred by such person in connection with any action, whether or not
the Corporation would have the power to indemnify such person against
such liability or expense by law or under the provisions of this
Article Seventh. The Corporation may make other financial
arrangements, which may include, among other things, a trust fund,
program of self-insurance, grant of a security interest or other lien
on any assets of the Corporation, or establishment of a letter of
credit, guaranty or surety, to ensure the payment of such sums as may
become necessary to effect indemnification as provided herein.
Non-Exclusive; Nature and Extent of Rights. The right of
indemnification provided for herein (i) shall not be deemed exclusive
of any other rights, whether now existing or hereafter created, to
which those seeking indemnification hereunder may be entitled under
any agreement, by-law or article provision, vote of the stockholders
or directors or otherwise, (ii) shall be deemed to create contractual
rights in favor of persons entitled to indemnification hereunder,
(iii) shall continue as to persons who have ceased to have the status
pursuant to which they were entitled or were designated as entitled to
indemnification hereunder and shall inure to the benefit of the heirs
and legal representatives of persons entitled to indemnification
hereunder and (iv) shall be applicable to actions, suits or
proceedings commenced after the adoption of this Article Seventh,
whether arising from acts or omissions occurring before or after the
adoption hereof. The right of indemnification provided for herein may
not be amended, modified or repealed so as to limit in any way the
indemnification provided for herein with respect to any acts or
omissions occurring prior to the adoption of any such amendment or
repeal.
Article IV of the Bylaws of HDI also contains the same
provisions relating to the indemnification of directors
II-2
<PAGE> 5
and officers which are set forth in Article SEVENTH of the Certificate of
Incorporation of HDI.
HDI has insurance to indemnify its directors and officers
against liabilities incurred as a result of serving in such capacity and has
assumed the indemnification agreements the Company entered into with each of
its directors. In addition, HDI has assumed the Shareholders' Agreement, dated
October 25, 1991, among the Company, The Hanover Companies and North American
Resources Limited, a British Virgin Islands corporation ("NAR"), which provides
for indemnification, to the fullest extent permitted by law, of NAR's designees
to the Board of Directors of the Company (and as a result of such assumption,
HDI) against, among other things, all liabilities and claims arising out of
their service in any capacity for or on behalf of the Company (and as a result
of such assumption, HDI).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
2 Plan and Agreement of Merger, dated as of April 15, 1993, between the Company and HDI.
Incorporated herein by reference to HDI's Registration Statement on Form S-4 filed on April 19,
1993, Registration No. 33-61252.
4(i) Certificate of Incorporation of HDI, as filed with the Secretary of State of Delaware on April 15,
1993. Incorporated herein by reference to HDI's Registration Statement on Form S-4 filed on April
19, 1993, Registration No. 33-61252.
(ii) By-laws of HDI. Incorporated herein by reference to HDI's Registration Statement on Form S-4
filed on April 19, 1993, Registration No. 33-61252.
5 Opinions re legality.*
23 Applicable Consents.*
</TABLE>
II-3
<PAGE> 6
<TABLE>
<S> <C>
99 1978 Stock Option Plan.*
</TABLE>
- --------------------
*Previously Filed
ITEM 9. UNDERTAKINGS.
(a) HDI 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, as amended (the "Securities Act");
(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 hereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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 Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in this 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 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.
II-4
<PAGE> 7
(b) HDI hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of HDI's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and persons
controlling HDI pursuant to the foregoing provisions, or otherwise, HDI has
been advised that in the opinion of the 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 HDI of expenses incurred or paid by a
director, officer or controlling person of HDI 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, HDI
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.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
HDI 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 amendment to
the 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
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the Registration Statement on Form S- 8 has been 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
Wayne P. Garten officer)
/s/ Ralph Destino Director
- -------------------------
Ralph Destino
/s/ J. David Hakman Director
- -------------------------
J. David Hakman
II-6
<PAGE> 9
/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-7
