<PAGE> 1
As filed with the Securities and Exchange Commission on November 23, 1999
Registration No. 333-______________
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 Identification
Incorporation or Organization) Number)
1500 HARBOR BOULEVARD
WEEHAWKEN, NEW JERSEY 07087
---------------------------
(Address of Principal Executive Offices ) (Zip Code)
1999 STOCK OPTION PLAN FOR DIRECTORS
------------------------------------
(Full Title of the Plan)
SARAH HEWITT, ESQ.
BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP
120 WEST 45TH STREET
NEW YORK, NEW YORK 10036
------------------------
(Name and Address of Agent For Service)
(212) 944-1515
--------------
Telephone Number, Including Area Code, of Agent for Service
<PAGE> 2
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title Of Securities Proposed Proposed Proposed Amount Of
To Be Registered Maximum Amount Maximum Maximum Registration Fee
To Be Registered Offering Price Per Aggregate
Share (1) Offering Price (1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 700,000 $3.34375 $2,340,625 $650.69
$.66 2/3 Par Value
- -----------------------------
</TABLE>
(1) The price is estimated pursuant to Rule 457(h) of the Securities Act
of 1933, as amended (the "Act"), solely for the purpose of
calculating the registration fee and is the product resulting from
multiplying 700,000, the number of additional shares registered by
this registration statement as to which options may be granted under
the 1999 Stock Option Plan for Directors, by $3.34375, the average
of the high and low prices of Hanover Direct, Inc. Common Stock as
reported on the American Stock Exchange on November 22, 1999.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to individuals who are eligible to
participate in our 1999 Stock Option Plan for Directors. Such information is not
being filled with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Hanover Direct, Inc. (the
"Company") are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended December 26, 1998.
(ii) The Company's Amendment to the Annual Report on Form
10-K/A1 for the fiscal year ended December 26, 1998.
(iii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 27, 1999, June 27, 1999 and
September 25, 1999.
(iv) The description of the Company's common stock contained
in the latest prospectus filed pursuant to Rule 424(b)
under the Act that contains audited financial statements
for the Company's latest fiscal year for which such
statements have been filed, which prospectus is dated
July 19, 1996 (Registration No. 333-2743).
(v) The Company's Proxy Statement dated April 16, 1999.
In addition to the foregoing, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange of 1934, prior to the filing of a post-effective amendment indicating
that all of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement 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 subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITITES
Incorporated by reference to the description of the Common Stock of
the Company contained in the 424(b) Prospectus described in Item 3(iv) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares being offered hereby and certain other
legal matters in connection with the offering of such securities will be passed
upon for the Company by Brown Raysman Millstein Felder & Steiner LLP, securities
counsel to the Company.
<PAGE> 4
Monte E. Wetzler, a retired partner, and Sarah Hewitt, a partner, in
Brown Raysman Millstein Felder & Steiner LLP, the Company's counsel, are the
Secretary and Assistant Secretary of the Company, respectively.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except as prohibited by Section 145 of the Delaware General
Corporation Law, every director and officer of the Company shall be entitled as
a matter of right to be indemnified by the Company against reasonable expenses
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 Company 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 Company or by reason of the fact that such person is or was serving at
the request of the Company as a director, officer, employee, fiduciary or other
representative of the Company 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 Company 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 Company prior to final disposition of such action, subject to
such conditions as may be prescribed by law. 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 1999 Stock Option Plan for Directors, dated as of August
5, 1999
5 Opinion of Brown Raysman Millstein Felder & Steiner LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Brown Raysman Millstein Felder & Steiner LLP
(included in Exhibit 5)
24 Power of Attorney (included in signature page)
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;
(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 together,
represent a fundamental change
in the information in the
registration statement.
Notwithstanding the foregoing,
any increase or decrease in
volume of securities offered (if
the total dollar value of
securities offered would not
exceed that which was
registered) and any deviation
from the low
<PAGE> 5
or high end of the estimated
maximum offering range may be
reflected in the form of
prospectus filed with the
Commission pursuant to Rule
424(b) if, in the aggregate, the
changes in volume and price
represent no more than a 20
percent change in the maximum
aggregate offering price set
forth in the "Calculation of
Registration Fee" table in the
effective 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) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
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 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 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 Securities Act of 1933 and is, therefore,
unenforceable. In the event 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 in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer, or controlling person of the
registrant 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 of 1933 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 Weehawken, New Jersey on the 23rd day of November, 1999.
HANOVER DIRECT, INC.
By: /s/ Rakesh K. Kaul
-------------------------------
Name: Rakesh K. Kaul
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Brian C. Harriss and Ralph Bulle, or
either of them, the undersigned's true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, 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 the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his or her substitute
or 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 has been signed by the following persons in the
capacities indicated on the 23rd day of November, 1999:
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Alan G. Quasha
- -------------------------------------- Chairman of the Board, Director
Alan G. Quasha
/s/ Rakesh K. Kaul
- -------------------------------------- President, Chief Executive Officer and Director
Rakesh K. Kaul
/s/ Brian C. Harriss
- -------------------------------------- Senior Vice President and
Brian C. Harriss Chief Financial Officer
/s/ Ralph Destino
- --------------------------------------
Ralph Destino Director
/s/ J. David Hakman
- --------------------------------------
J. David Hakman Director
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
/s/ June R. Klein
- --------------------------------------
June R. Klein Director
/s/ Kenneth Krushel
- --------------------------------------
Kenneth Krushel Director
- --------------------------------------
Theodore H. Kruttschnitt Director
/s/ Shailesh J. Mehta
- --------------------------------------
Shailesh J. Mehta Director
- --------------------------------------
Jan P. du Plessis Director
/s/ Howard M.S. Tanner
- --------------------------------------
Howard M.S. Tanner Director
/s/ Robert F. Wright
- --------------------------------------
Robert F. Wright Director
</TABLE>
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C> <C>
4.1 1999 Stock Option Plan for Directors, dated as of August 5, 1999
5 Opinion of Brown Raysman Millstein Felder & Steiner LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Brown Raysman Millstein Felder & Steiner LLP (included in Exhibit 5)
24 Power of Attorney (included in signature page)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
HANOVER DIRECT, INC.
1999 STOCK OPTION PLAN FOR DIRECTORS
1. PURPOSE. The purpose of the 1999 Stock Option Plan for Directors
(the "Plan") is to advance the interests of Hanover Direct, Inc. (the "Company")
by providing non-employee directors of the Company, through the grant of options
to purchase shares of Common Stock (as hereinafter defined), with a larger
personal and financial interest in the Company's success.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee") consisting of at least two members of the Board of Directors of the
Company (the "Board"). The Committee shall have full power and authority to
interpret the Plan, to establish such rules and regulations as it deems
appropriate for the administration of the Plan, and to take such other action as
it deems necessary or desirable for the administration of the Plan. The
Committee's interpretation and construction of any provision of the Plan or the
terms of any Option (as hereinafter defined) shall be conclusive and binding on
all parties.
3. PARTICIPANTS. Each director of the Company who is neither an employee
of the Company nor an Ineligible Director (as hereinafter defined)(a
"Non-Employee Director") shall be eligible to be granted options to purchase
shares of Common Stock ("Options") under the Plan. An "Ineligible Director"
means any director who is a nonresident alien.
Nothing contained in the Plan, or in any Option granted pursuant to the
Plan, shall confer upon any director any right to the continuation of his or her
directorship or limit in any way the right of the Company to terminate his or
her directorship at any time.
4. THE SHARES. Options may be granted from time to time under the Plan
for the purchase, in the aggregate, of not more than 700,000 shares of common
stock, par value $0.66-2/3 per share, of the Company ("Common Stock") (subject
to adjustment pursuant to Section 13). Such shares of Common Stock may be set
aside out of the authorized but unissued shares of Common Stock not reserved for
any other purpose or out of previously issued shares acquired by the Company and
held in its treasury. Any shares of Common Stock which, by reason of the
termination or expiration of an Option or otherwise, are no longer subject to
purchase pursuant to an Option granted under the Plan, may again be subjected to
an Option under the Plan.
5. OPTION GRANTS. Options shall be evidenced by option agreements which
shall be subject to the terms and conditions set forth in the Plan and such
other terms and conditions not inconsistent herewith as the Committee may
approve.
(a) INITIAL APPOINTMENT AWARDS. As of the effective date of his or her
initial appointment or election to the Board (or, if later, the effective date
of the Plan)(the "Initial Appointment Date"), a Non-Employee Director shall
receive a grant of an Option to purchase 50,000 shares of Common Stock (subject
to adjustment pursuant to Section 13).
(b) ANNUAL SERVICE AWARDS. On each Award Date (as hereinafter defined)
occurring after a Non-Employee Director's Initial Appointment Date, such
Non-Employee Director shall be granted, provided he or she continues to serve as
a member of the Board on such date, an Option
<PAGE> 2
to purchase of 10,000 shares of Common Stock (subject to adjustment pursuant to
Section 13). An "Award Date" means August 4, 2000 or August 3, 2001.
6. OPTION PRICE. The price (the "Option Price") at which shares of Common
Stock may be purchased upon the exercise of an Option granted under the Pan
shall be the fair market value of such shares on the date of grant of such
Option. Solely for purposes of this Section 6, the fair market value of a share
of Common Stock shall be deemed to be the average of the closing prices of the
Common Stock on the Initial Appointment Date or Award Date, as the case may
be,the 10 trading days immediately preceding such date, and the 10 trading days
immediately following such date.
7. TERM AND EXERCISABILITY OF OPTIONS. Options shall be granted for terms
of 10 years. Subject to the other provisions of the Plan relating to
exercisability of Options, the participant shall have the cumulative right as of
the first, second, and third anniversaries of the date of grant, to purchase up
to one-third, two-thirds, and 100%, respectively, of the Option Shares.
8. TERMINATION OF DIRECTORSHIP. Except as otherwise provided in this
Section 8, no person may exercise an Option more than three months after the
first date on which he or she ceases to be a director of the Company. If a
participant ceases to be a director of the Company by reason of death or
disability, any Options held by him or her may be exercised within 12 months
after the date he or she ceases to be a director of the Company. In no event
may an Option be exercised after the expiration of the term of such Option.
9. PAYMENT. Full payment of the purchase price for shares of Common Stock
purchased upon the exercise, in whole or part, of an Option granted under the
Plan shall be made at the time of such exercise. The Option Price may be paid in
cash or in shares of Common Stock valued at their fair market value on the date
of exercise. Alternatively, an Option may be exercised in whole or in part by
delivering a properly executed exercise notice together with irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds necessary to pay the Option Price, and such other documents as
the Committee may determine.
No shares of Common Stock shall be issued or transferred to a participant
until full payment therefor has been made, and a partcipant shall have none of
the rights of a stockholder until shares are issued or transferred to him or
her.
10. NONTRANSFERABILITY. Options granted under the Plan shall not be
transferable other than by will or by the laws of descent and distribution, and
during a participant's lifetime, shall be exercisable only by him or her.
Nothwithstanding the foregoing, a participant may transfer any Nonqualified
Stock Option granted under the Plan to the participant's spouse, children,
grandchildren, parents, and/or siblings or to one or more trusts for the benefit
of such family members, if the agreement evidencing such Option so provides and
the participant does not receive any consideration for the transfer. Any Option
so transferred shall continue to be subject to the same terms and conditions
that applied to such Option immediately prior to its transfer (except that such
transferred Option shall not be further transferable by the transferee during
the transferee's lifetime).
-2-
<PAGE> 3
11. ISSUANCE OF SHARES. If a participant so requests, shares purchased
upon the exercise of an Option may be issued or transferred in the name of the
participant and another person jointly with the right of survivorship.
12. STATUS OF OPTION. Options granted under the Plan are nonstatutory
options not qualifying as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended.
13. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of any change in the
outstanding Common Stock by reason of any stock dividend, stock split,
combination of shares, recapitalization, or other similar change in the capital
stock of the Company, or in the event of the merger or consolidation of the
Company into or with any other corporation or the reorganization of the Company,
there shall be substituted for or added to each share of Common Stock
theretofore appropriated for the purpose of the Plan or thereafter subject, or
which may become subject, to an Option under the Plan, the number and kind of
shares of stock or other securities into which each outstanding share of Common
Stock shall be so changed or for which each such share shall be exchanged or to
which each such share shall be entitled, as the case may be. Outstanding Options
shall be appropriately amended as to price and other terms in a manner
consistent with the aforementioned adjustment to the shares of Common Stock
subject to the Plan. Fractional shares resulting from any adjustment in Options
pursuant to this Section 13 may be settled in cash or otherwise as the Committee
shall determine. Notice of any adjustments shall be given by the Company to each
holder of an Option which shall have been adjusted and such adjustment (whether
or not such notice is given) shall be effective and binding for all purposes of
this Plan.
14. EFFECTIVE DATE AND TERMINATION OF PLAN. The Plan shall become
effective on the date of its adoption by the Board or duly authorized committee
thereof, subject to the ratification of the Plan by the affirmative vote or
consent of holders of a majority of the issued and outstanding shares of Common
Stock. The Plan shall terminate 10 years from the date of its adoption or such
earlier date as the Board or such committee may determine. Any Option
outstanding under the Plan at the time of its termination shall remain in effect
in accordance with its terms and conditions and those of the Plan.
15. AMENDMENT. The Board or a duly authorized committee thereof may amend
the Plan in any respect from time to time; provided, however, that no amendment
shall become effective unless approved by affirmative vote of the Company's
shareholders if such approval is necessary or desirable for the continued
validity of the Plan or if the failure to obtain such approval would adversely
affect the compliance of the Plan with Rule 16b-3 or any successor rule under
the Securities Exchange Act of 1934 or any other rule or regulation. No
amendment may, without the consent of a participant, impair his or her rights
under any Option previously granted under the Plan.
The Board or a duly authorized committee thereof shall have the power, in
the event of any disposition of substantially all of the assets of the Company,
its dissolution, any merger or consolidation of the Company with or into any
other corporation, or the merger or consolidation of any other corporation into
the Company, to amend all outstanding Options to terminate such
-3-
<PAGE> 4
Options as of such effectiveness. If the Board shall exercise such power, all
Options then outstanding shall be deemed to terminate upon such effectiveness.
16. LEGAL AND REGULATORY REQUIREMENTS. No Option shall be exercisable
and no shares will be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations including, without limitation,
compliance with the rules of all domestic stock exchanges on which the Common
Stock may be listed. Any share certificate issued to evidence shares for which
an Option is exercised may bear such legends and statements as the Committee
shall deem advisable to assure compliance with federal and state laws and
regulations. No Option shall be exercisable, and no shares will be delivered
under the Plan, until the Company has obtained consent or approval from
regulatory bodies, federal or state, having jurisdiction over such matters as
the Committee may deem advisable.
In the case of the exercise of an Option by a person or estate acquiring
the right to exercise the Option by bequest or inheritance, the Committee may
require reasonable evidence as to the ownership of the Option and may require
consents and releases of taxing authorities that it may deem advisable.
August 5, 1999
-4-
<PAGE> 1
EXHIBIT 5
Brown Raysman Millstein Felder & Steiner LLP
120 West 45th Street
New York, NY 100036
November 23, 1999
Hanover Direct, Inc.
1500 Harbor Boulevard
Weehawken, New Jersey 07087
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Hanover Direct, Inc., a Delaware corporation (the "Company"), relating to an
aggregate of 700,000 shares of the Company's Common Stock, $.66 2/3 par value
(the "Common Stock"), to be issued under the Company's 1999 Stock Option Plan
for Directors (the "Plan").
As counsel to the Company, we have examined such corporate records
and other documents and such questions of law as we have deemed necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examinations, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Common
Stock pursuant to the Plan and the shares of Common Stock being registered
pursuant to the Registration Statement, when issued and paid for in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Brown Raysman Millstein Felder & Steiner LLP
<PAGE> 1
EXHIBIT 23.1
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 report dated
February 16, 1999 (except with respect to the matter discussed in Note 7, as to
which the date is March 2, 1999) included in The Hanover Direct, Inc. Form 10-K
for the year ended December 26, 1998 and to all references to our Firm included
in this registration statement.
/s/ ARTHUR ANDERSEN
New York
November 23, 1999
