<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)
1996 STOCK OPTION PLAN
----------------------
(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 To Be Proposed Proposed Proposed Amount Of
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, 4,000,000 $3.34375 $13,375,000 $3,718.25
$.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 4,000,000,
the number of additional shares registered by this registration statement
as to which options have been granted under the 1996 Stock Option Plan to
affiliates of the issuer, 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 1996 Stock Option Plan. Such information is not being filed 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 1996 Stock Option Plan, dated as of June 20, 1996
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:
SIGNATURE TITLE
/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
- ----------------------- Chief Financial Officer
Brian C. Harriss
Director
- -----------------------
Ralph Destino
/s/ J. David Hakman Director
- -----------------------
J. David Hakman
<PAGE> 7
/s/ June R. Klein Director
- -----------------------
June R. Klein
Director
- -----------------------
Kenneth Krushel
/s/ Theodore H. Kruttschnit Director
- -----------------------
Theodore H. Kruttschnit
/s/ Shailesh J. Mehta Director
- -----------------------
Shailesh J. Mehta
Director
- -----------------------
Jan P. du Plessis
Director
- -----------------------
Howard M.S. Tanner
/s/ Shailesh J. Mehta Director
- -----------------------
Robert F. Wright
<PAGE> 8
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 1996 Stock Option Plan for Directors, dated as of June 20, 1996
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)
<PAGE> 1
EXHIBIT 4.1
HANOVER DIRECT, INC.
1996 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Hanover Direct, Inc. 1996 Stock Option Plan
(the "Plan") is to advance the interests of Hanover Direct, Inc. (the
"Company") and its shareholders by providing employees of the Company and
its subsidiaries with a larger personal and financial interest in the
success of the Company through the grant of stock options.
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 be constituted in such a
manner as to satisfy the requirements of applicable law, the provisions of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any successor rule, and the provisions of Section
162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as amended (the
"Code"). The Committee shall be appointed, and vacancies shall be filled,
by the Board. The Committee shall have full power and authority to (i)
select the individuals to whom Options may be granted under the Plan; (ii)
determine the number of shares of Common Stock covered by each Option and
the terms and conditions, not inconsistent with the provisions of the Plan,
governing such Option; (iii) interpret the Plan and any Option granted
thereunder; (iv) establish such rules and regulations as it deems
appropriate for the administration of the Plan; and (v) take such other
action as it deems necessary or desirable for the administration of the
Plan. Any action of the Committee with respect to the administration of the
Plan shall be taken by majority vote. The Committee's interpretation and
construction of any provision of the Plan or the terms of any Option shall
be conclusive and binding on all parties.
3. PARTICIPANTS. Options may be granted under the Plan to any employee of the
Company, whether or not a director.
4. THE SHARES. The shares that may be delivered or purchased under the Plan
shall not exceed an aggregate of 7,000,000 shares (subject to adjustment
pursuant to Section 7) of common stock, par value $.66 2/3 per share, of
the Company (the "Common Stock"). Such shares of Common Stock shall 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 an Option may again be subjected to an Option under
the Plan.
<PAGE> 2
5. OPTIONS. Options to purchase Common Stock ("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) TYPES OF OPTIONS. Options granted under the Plan shall, as
determined by the Committee at the time of grant, be either
Options intended to qualify as incentive stock options under
Section 422 of the Code ("Incentive Stock Options") or Options
not intended to so qualify ("Nonstatutory Stock Options"). Each
option agreement shall identify the Option as an Incentive Stock
Option or as a Nonstatutory Stock Option.
(b) PRICE. The price at which shares of Common Stock may be purchased
upon the exercise of an Option granted under the Plan shall be
the fair market value of such shares on the date of grant of such
Option; provided, however, that an Incentive Stock Option granted
to an employee who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the
Company shall have a purchase price for the underlying shares
equal to 110% of the fair market value of the Common Stock on the
date of grant. For purposes of the Plan, the fair market value of
a share of Common Stock on a specified date shall be the closing
price on such date of the Common Stock on the American Stock
Exchange or, if no such sale of Common Stock occurs on such date,
the fair market value of the Common Stock as determined by the
Committee in good faith.
(c) PER-PARTICIPANT LIMIT. No participant may be granted Options
during any consecutive 12-month period on more than 250,000
shares of Common Stock (subject to adjustment pursuant to Section
7).
(d) LIMITATION ON INCENTIVE STOCK OPTIONS. The aggregate fair market
value (determined on the date of grant) of Common Stock for which
a participant is granted Incentive Stock Options that first
become exercisable during any given calendar year shall be
limited to $100,000. To the extent such limitation is exceeded,
an Option shall be treated as a Nonstatutory Stock Option.
(e) 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 the participant. Notwithstanding the
foregoing, a participant may transfer any Nonstatutory Option
granted under the Plan to the participant's spouse, children
and/or grandchildren, 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).
(f) TERM AND EXERCISABILITY OF OPTIONS. Options may be granted for
terms of not more than 10 years and shall be exercisable in
accordance with
<PAGE> 3
such terms and conditions as are set forth in the option
agreements evidencing the grant of such Options. In no event
shall an Incentive Stock Option granted to an employee who owns
stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company be exercisable after the
expiration of five years from the date such Incentive Stock
Option is granted.
Except as otherwise provided in Section 5(g), no Option granted under the
Plan shall be exercisable by a participant during the first year after the
date of grant of such Option.
(g) TERMINATION OF EMPLOYMENT. An Option may not be exercised following a
participant's termination of employment except as set forth in this Section
5(g).
(i) Death, Disability, or Retirement. If a participant's
employment terminates by reason of death, permanent
disability (within the meaning of Section 22(e)(3) of
the Code), or retirement at or after age 65, the
participant (or the participant's estate in the event
of the participant's death) may, within 90 days
following such termination, exercise the Option with
respect to all or any part of the shares of Common
Stock subject thereto regardless of whether the Option
was otherwise exercisable at the time of termination of
employment.
(ii) Other Reasons. If a participant's employment terminates
for any reason other than death, permanent disability,
or retirement at or after age 65, the participant may,
within 30 days following such termination, exercise the
Option with respect to all or any part of the shares of
Common Stock subject thereto, but only to the extent
that such Option was exercisable at the time of
termination of employment.
In no event may an Option be exercised after the expiration of the term of
such Option.
(h) PAYMENT. Full payment of the purchase price for shares of Common Stock
purchased upon the exercise, in whole or in part, of an Option granted
under the Plan shall be made at the time of such exercise. The
purchase price may be paid in cash or in shares of Common Stock valued
at their fair market value on the date of purchase. 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 purchase price and applicable
withholding taxes, and such other documents as the Committee may
determine.
6. WITHHOLDING. No later than the date as of which an amount first becomes
includible in the gross income of a participant for Federal income tax
purposes with
<PAGE> 4
respect to any option under the Plan, the participant shall pay to the
Company, or make arrangement satisfactory to the Committee regarding the
payment of, any Federal, state, or local taxes required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations may be settled with Common Stock,
including Common Stock that is part of the Option that gives rise to the
withholding requirement. The obligations of the Company under the Plan
shall be conditional on such payment or arrangements and the Company shall,
to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind due to the participant. Any election made by a
participant subject to Section 16(b) of the Exchange Act to have shares of
Common Stock withheld in satisfaction of the withholding requirement with
respect to such participant's option shall be subject to the approval of
the Committee and shall be in accordance with the requirements of Rule
16b-3 under such Act.
7. CHANGES IN CAPITAL STRUCTURE, ETC. In the event that the shares of Common
Stock, as presently constituted, shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of the
Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares, or otherwise) or if the number of such shares shall be increased
through the payment of a stock dividend or a dividend on shares of Common
Stock of rights or warrants to purchase securities of the Company shall be
made, then there shall be substituted for or added to each share of Common
Stock theretofore appropriated or thereafter subject or which may become
subject to an Option 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, and references herein to
shares of Common Stock shall be deemed to be references to any such stock
or other securities as appropriate. Outstanding Options shall also be
appropriately amended as to price and other terms as may be necessary to
reflect the foregoing events. In the event there shall be any other change
in the number or kind of the outstanding shares of Common Stock or of any
stock or other securities into which such shares shall have been changed or
for which it shall have been exchanged, then if the Committee shall, in its
sole discretion, determine that such change equitably requires an
adjustment in any Option theretofore granted or which may be granted under
this Plan, such adjustments shall be made in accordance with such
determination. Fractional shares resulting from any adjustment in Options
pursuant to this Section 7 may be settled in cash or otherwise as the
Committee shall determine. Notice of any adjustment shall be given by the
Company to each holder of an Option which shall have been so adjusted and
such adjustment (whether or not such notice is given) shall be effective
and binding for all purposes of this Plan.
8. EFFECTIVE DATE AND TERMINATION OF PLAN. The Plan shall become effective on
the date of its adoption by the Board, subject to the ratification of the
Plan by the affirmative vote or consent of holders of a majority of the
issued and
<PAGE> 5
outstanding shares of Common Stock. The Plan shall terminate 10 years from
the date of its adoption or such earlier date as the Board 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.
9. AMENDMENT. The Board 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 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 under the Exchange Act or any other rule or regulation. No
amendment may, without the consent of a participant, impair such
participant's rights under any Option previously granted under the Plan.
10. 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 withholding tax requirements and 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 shall 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.
11. GENERAL PROVISIONS. (a) Nothing contained in the Plan, or in any option
granted pursuant to the Plan, shall confer upon any employee any right to
the continuation of the employee's employment or services. (b) The Plan and
all options made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of New York.
<PAGE> 1
EXHIBIT 5
Brown Raysman Millstein Felder & Steiner LLP letterhead
120 West 45th Street
New York, NY 10036
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
4,000,000 shares of the Company's Common Stock, $.66 2/3 par value (the "Common
Stock"), to be issued under the Company's 1996 Stock Option Plan (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
