As filed with the Securities and Exchange Commission on November 1, 1995
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
THREE D DEPARTMENTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0733200
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3200 Bristol Street
Costa Mesa, California 92626-1808
(Address of principal executive offices)
THREE D DEPARTMENTS, INC.
INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
Donald L. Abrams
President and Chief Operating Officer
Three D Departments, Inc.
3200 Bristol Street
Costa Mesa, California 92626-1808
(Name and address of agent for service)
(714) 662-0818
(Telephone number, including area code,
of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered(1) per share(2) price(2)(3) fee(4)
Class A Common 300,000 Class A $2 3/16 $1,406,250 $485
Stock $.25 par
value
Class B Common 300,000 Class B $2 1/2
Stock $.25 par
value
(1) This Registration Statement covers, in addition to the number of
Class A and Class B Common Stock (collectively, the "Common
Stock") stated above, options to purchase the shares of
Common Stock covered by the Prospectus and, pursuant to Rule
416 of the Securities Act of 1933, as amended, an additional
indeterminate number of shares which by reason of certain events
specified in the Plan may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and
in the aggregate, and the registration fee, were calculated based
upon the average of the high and low prices of the Common Stock on
October 30, 1995, reported by the American Stock Exchange and
published in the Western Edition of the Wall Street
Journal.
(3) Based on the aggregate of $656,250 for the Class A Common Stock
and $750,000 for the Class B Common Stock.
(4) Based on the aggregate of $226 for the Class A Common Stock and
$259 for the Class B Common Stock.
The Exhibit Index is located on page 8.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The documents containing the information specified in Part I of
Form S-8 (Plan Information and Registrant Information) will be sent
or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such
documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424
of the Securities Act. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Three D Departments, Inc.
(the "Company") filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's
fiscal year ended July 29, 1995; and
(b) The description of the Company's Common Stock
contained in the Company's registration statement filed
under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and any amendment or
report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, 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 into
the prospectus and to be a part hereof from the date of filing
such documents. Any statement contained herein or in a
document, all or any portion of which is 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 such statement so modified or
superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Class A Common Stock, $.25 par value
per share, and the Company's Class B Common Stock, $.25 par
value per share, is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation
eliminates personal liability of directors to the Company or
its shareholders for monetary damages for breach of fiduciary
duty as a director, except for: (i) any breach of the duty of
loyalty to the Company or its shareholders; (ii) acts or
omissions not in good faith or which involve intentional
misconduct or knowing violations of law; (iii) liability under
Section 174 of the Delaware General Corporation Law relating
to certain unlawful dividends and stock repurchases; or
(iv) any transaction from which the director derived an
improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See attached Index to Exhibits.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made of the securities
registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the
Securities Act;
(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, represent a fundamental change in the
information set forth in this Registration Statement;
and
(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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above 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 registrant
pursuant to Section 13 or Section 15(d) of 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.
(b) The undersigned registrant hereby further
undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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 the 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 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 the City of Costa Mesa, State of California, on
the 1st day of November, 1995.
THREE D DEPARTMENTS, INC.
By: /s/ Donald L. Abrams
Donald L. Abrams
President and Chief Operating
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby
authorizes and appoints Donald L. Abrams and David Kotkin his
true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign and to file with the Securities and
Exchange Commission any and all amendments, including post-
effective amendments, to this Registration Statement and other
documents in connection therewith, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Bernard Abrams Chairman of the Board and November 1, 1995
____________________ Chief Executive Officer
Bernard Abrams Principal Executive Officer)
/s/ Donald L. Abrams President, Chief Operating November 1, 1995
____________________ Officer and Director
Donald L. Abrams
/s/ Frank Kane Vice President-Finance and November 1, 1995
____________________ Treasurer (Principal
Frank Kane Financial and Accounting
Officer)
/s/ John B. Abrahms Senior Vice President, November 1, 1995
____________________ Assistant Treasurer and
John B. Abrams Director
/s/ David Kotkin Secretary and Director November 1, 1995
____________________
David Kotkin
Director November 1, 1995
____________________
Gerson K. Bernstein
/s/ Bernard Joseph White Director November 1, 1995
____________________
Bernard Joseph White
Director November 1, 1995
____________________
Abe Markowicz
/s/ Henry W. Nozko, Jr. Director November 1, 1995
____________________
Henry W. Nozko, Jr.
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description of Document Number
5 Opinion of O'Melveny & Myers 9
10.1 Three D Departments, Inc. Incentive Stock *
Option Plan, filed as Exhibit A to the
Company's Proxy Statement to
Stockholders, filed with the Securities
and Exchange Commission and incorporated
herein by this reference
23.1 Consent of Counsel (contained in its 9
opinion filed as Exhibit 5)
23.2 Consent of Price Waterhouse LLP 10
24 Power of Attorney (included in this 6
Registration Statement under "Signatures")
* Previously filed
November
1st
1 9 9 5
864,603-999
Three D Departments, Inc.
3200 Bristol Street
Costa Mesa, California 92626-1808
Re: Registration Statement on Form S-8
Gentlemen:
We are rendering this opinion to you in connection
with a Registration Statement on Form S-8 (the "Registration
Statement") covering the registration with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, of 150,000 shares of Class A Common Stock, $0.25
par value, and 150,000 shares of Class B Common Stock, $0.25
par value (collectively, the "Shares"), of Three D
Departments, Inc., a Delaware corporation (the "Company"),
issuable upon the exercise of awards granted or to be
granted under the Company's Incentive Stock Option Plan (the
"Plan"). We are familiar with the proceedings heretofore
taken by you in connection with the authorization and
issuance of the Shares.
In connection with this opinion, we have examined
such documents and have reviewed such matters of fact and
questions of law as we have considered necessary for
purposes hereof. On the basis of such examination and
review and, subject to proceedings being duly taken and
completed by you as now contemplated by us as your counsel
prior to the issuance of the Shares, we are of the opinion
that the Shares to be issued under the Plan will, when
issued and sold in accordance with the terms of the Plan, be
duly authorized, validly issued, fully paid and non-
assessable shares of Common Stock of the Company.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers
O'Melveny & Myers
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of or report
dated October 13, 1995, which appears on page 14 of the 1995
Annual Report to Shareholders of Three D Departments
Incorporated, which is incorporated by reference in Three D
Departments Incorporated's Annual Report on Form 10-K for
the year ended July 29, 1995.
/s/ Price Waterhouse, LLP
Price Waterhouse, LLP
Los Angeles, California
November 1, 1995
