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As filed with the Securities and Exchange Commission on September
25, 1997
Registration No. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
EVANS, INC.
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(Exact name of registrant as specified in the charter)
Delaware 36-1050870
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(State of incorporation) (I.R.S. Employer Identification No.)
36 South State Street
Chicago, Illinois 60603
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(Address of principal executive offices)
EVANS, INC. 1994 STOCK OPTION PROGRAM
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(Full title of the plan)
SAMUEL B. GARBER, ESQ.
Evans, Inc.
36 South State Street
Chicago, Illinois 60603
(312) 855-2005
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(Name, address and telephone number of agent for service)
Approximate date of commencement of sale under the Plan;
From time to time after the effective date of this Registration
Statement.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
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Common Stock
($.20 par value) 500,000 shares $2.6875 $1,343,750 $ 407.20
(1) Computed pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee and not as a representation as
to any actual proposed price. This amount is based on the
average of the high and low prices of such Common Stock on
September 22, 1997 on the consolidated reporting system.
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PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended March 1, 1997.
(b) The Company's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1997.
(c) The description of the Company's common stock, par
value $.20 per share, contained in its Registration Statement on
Form 8-A filed with the Commission.
All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration
Statement from the date of the filing of such documents. Any
statement contained in a document 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 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 Securities.
--------------------------
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
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The legality of the shares of common stock that may be
purchased under the Evans, Inc. 1994 Stock Option Program has
been passed upon for the Company by Samuel B. Garber, Vice
President and General Counsel of the Company. Mr. Garber owns or
has the right to acquire within the next 60 days 87,000 shares of
the Company's common stock.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the General Corporation Law of the State
of Delaware ("DGCL") provides that a corporation has the power to
indemnify its officers and directors against the expenses,
including attorney's fees, judgments, fines or settlement amounts
actually and reasonably incurred by them in connection with the
defense of any action by reason of being or having been directors
or officers, if such person shall have acted in good faith and in
a manner reasonably believed to be in or not opposed to the best
interests of the corporation, except that if such action shall be
in the right of the corporation, no such indemnification shall be
provided as to any claim, issue or matter as to which such person
shall have been judged to have been liable to the corporation
unless and to the extent that the Court of Chancery of the State
of Delaware, or another court in which the suit was brought,
shall determine upon application that, in view of all of the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity.
As permitted by Section 102 of the DGCL, the Company's
Certificate of Incorporation provides that no director shall be
liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director other than (i) for
breaches of the director's duty of loyalty to the Company and its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) for the unlawful payment of dividends or unlawful
stock purchases or redemptions under Section 174 of the DGCL and
(iv) for any transaction from which the director derived an
improper personal benefit.
The Company's Certificate of Incorporation provides for
indemnification of its directors and officers to the fullest
extent permitted by the DGCL, and allows the Company to advance
or reimburse litigation expenses upon submission by the director,
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officer or employee of an undertaking to repay such advances or
reimbursements if it is ultimately determined that
indemnification is not available to such director or officer.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits
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(5) Opinion of Samuel B. Garber, Esq., Vice President
of the Company.
(23) Consent of Coopers & Lybrand L.L.P.
(24) Power of Attorney.
Item 9. Undertakings.
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(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 in the aggregate, represents a fundamental change
in the information set forth in the registration statement;
(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 registration statement is on Form S-3 or Form S-
8 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)
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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 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
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The Registrant. 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 Chicago, Illinois on
September 25, 1997.
EVANS, INC.
By:
Patrick J. Regan
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 stated capacities on September 25, 1997.
Signature Title
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David B. Meltzer Chairman of the Board of Directors
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David B. Meltzer
Patrick J. Regan Chief Executive Officer and President and
- ---------------- Director (Principal Executive Officer)
Patrick J. Regan
William E. Koziel Vice President and Chief Financial
- ----------------- Officer (Principal Accounting and
William E. Koziel Financial Officer)
Dennis Bookshester Director
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Dennis Bookshester
Edmond D. Cicala Director
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Edmond D. Cicala
Gwendolyn L. Stanback Director
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Gwendolyn L. Stanback
Harold Sussman Director
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Harold Sussman
Ernest R. Wish Director
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Ernest R. Wish
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EXHIBIT 5
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September 25, 1997
Evans, Inc.
36 South State Street
Chicago, Illinois 60603
Ladies and Gentlemen:
I am Vice President and General Counsel of Evans, Inc., a
Delaware corporation ("Evans"), and have acted as counsel for
Evans in connection with Registration Statement on Form S-8
("Registration Statement") to be filed with the Securities and
Exchange Commission relating to the registration of 500,000
shares of Common Stock, par value $.20 per share ("Shares") to be
sold pursuant to the terms of Evan's 1994 Stock Option Program
(the "Plan"). In that connection I have reviewed such documents
and have made such investigations of law as I have deemed
appropriate as a basis for the opinions expressed below.
Based upon the foregoing and subject to the qualifications set
forth herein, I am of the opinion that the Shares, when issued in
accordance with the terms of the Plan, will be legally issued,
fully paid and non-assessable.
I express no opinion as to, or the effect of applicability of,
any laws other than the federal laws of the United States of
America and the corporate law of the State of Delaware. This
opinion is limited to the specific issues addressed and is
limited in all respects to laws and facts existing on the date
hereof. By rendering this opinion, I do not undertake to advise
you of any changes in such laws or facts which may occur after
the date hereof. This opinion is being delivered in my official
capacity as General Counsel and no individual or personal
liability shall attach hereto.
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September 25, 1997
Page 2
I consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to me in the
Registration Statement. In giving such consent, I do not admit
that I am in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
Very truly yours,
EVANS, INC.
Samuel B. Garber
SBG/ajs
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EXHIBIT 23
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Evans, Inc. on Form S-8 for 500,000 shares of common
stock under the Evans, Inc. 1994 Stock Option Program, of our
report dated May 23, 1997, except as to information presented in
Notes 3 and 12 to the consolidated financial statements, for
which the date is June 19, 1997, on our audits of the
consolidated financial statements and financial statement
schedules of Evans Inc.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
September 22, 1997
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EXHIBIT 24
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POWER OF ATTORNEY
The undersigned officers and directors of Evans, Inc. (the
"Corporation") hereby appoint Patrick J. Regan and Samuel B.
Garber, and each of them, as their true and lawful attorneys-in-
fact, with full power for and on their behalf to execute, in
their names and capacities as officers and directors of the
Corporation, and to file with the Securities and Exchange
Commission on behalf of the Corporation under the Securities Act
of 1933, as amended, any and all Registration Statements
(including any and all amendments or post-effective amendments
thereto) relating to the Corporation's 1994 Stock Option Program.
This Power of Attorney automatically ends as to each
appointee upon the termination of his service with the
Corporation.
In witness whereof, the undersigned have executed this Power
of Attorney on September 25, 1997.
David B. Meltzer Patrick J. Regan
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David B. Meltzer Patrick J. Regan
William E. Koziel Dennis Bookshester
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William E. Koziel Dennis Bookshester
Edmond D. Cicala Gwendolyn L. Stanback
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Edmond D. Cicala Gwendolyn L. Stanback
Harold Sussman Ernest R. Wish
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Harold Sussman Ernest R. Wish
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