As filed with the Securities and Exchange Commission on June 13, 1995
Registration No.
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
PAUL HARRIS STORES, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-0907402
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
6003 Guion Road, Indianapolis,Indiana 46254
(Address of Principal Executive Offices) (Zip Code)
PAUL HARRIS STORES, INC.
1992 NON-QUALIFIED STOCK OPTION PLAN
and
OPTION AGREEMENT
DATED AS OF APRIL 29, 1994 BETWEEN
PAUL HARRIS STORES, INC. and CHARLOTTE G. FISCHER
(Full title of the plans)
Ms. Charlotte G. Fischer
Paul Harris Stores, Inc.
6003 Guion Road, Indianapolis, Indiana 46254
(Name and address of agent for service)
(317) 293-3900
(Telephone number, including area code, of agent for service)
Copy to:
Klaus Eppler, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
Title of Amount Proposed Proposed maximum Amount of
securities to to be maximum price aggregate registration
registered registered offering offering price fee
Common Stock, (1) price per share (2)
no par value 650,000 $3.84 $2,496,000 $860.69
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also registers
such additional shares of Common Stock as may be offered or
issued to prevent dilution resulting from stock splits, stock
dividends and similar transactions.
(2) Estimated solely for purposes of calculating the registration
fee and computed in accordance with Rule 457 under the
Securities Act using, with respect to the shares offered under
the 1992 Non-Qualified Stock Option Plan, the average of the
high and low sale prices of the Common Stock as reported by
NASDAQ on June 9, 1995.
______________________________________________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The Section 10(a) prospectuses for the Paul Harris Stores, Inc. 1992
Non-Qualified Stock Option Plan and the Option Agreement dated as of
April 29, 1994 between the Registrant and Charlotte G. Fischer are not
being filed with the Securities and Exchange Commission as part of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 28, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 29, 1995; and
(c) The description of the Registrant's common stock, without par
value (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A dated September 17, 1992.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby
have been sold or which deregisters all shares of Common Stock offered
hereby then remaining unsold, are deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article IX of the Company's Amended and Restated Articles of
Incorporation requires the Company to indemnify every person (and the
estate, heirs, personal representatives of such person) against all
liabilities and expenses, including, without limitation, fees and
disbursements of counsel and judgments, fines or penalties incurred by
or awarded against, and amounts paid in settlement by or on behalf of
such person, in connection with or resulting from any pending,
threatened or completed claim, action, suit or proceeding, and all
appeals thereof (each, a "Claim"), in which such person may become
involved by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust
employee benefit plan or other entity; provided, however, that if any
such person is not wholly successful in defending any such claim, he or
she shall be indemnified only if it is determined by a court of
competent jurisdiction or by the Board of Directors, upon advice of
legal counsel, that such person acted in good faith in what he or she
reasonably believed to be in the best interest of the Company, or at
least not opposed to the Company's interests, and, in addition, with
respect to any criminal claim, that such person had no reasonable cause
to believe that his or her conduct was unlawful. Such indemnification
is in addition to any rights to which any subject person may otherwise
be entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of the
Registrant. (Incorporated herein by reference to Exhibit
B to the Registrant's Registration Statement on Form 8-A
dated September 17, 1992.)
4.2 Amended and Restated Code of By-laws of the Registrant.
(Incorporated herein by reference to Exhibit C to the
Registrant's Registration Statement on Form 8-A dated
September 17, 1992.)
4.3 Amendment to the Amended and Restated Articles of
Incorporation of the Registrant dated July 6, 1993.
5. Opinion of Proskauer Rose Goetz & Mendelsohn LLP
regarding the legality of the securities being
registered.
24.1 Consent of Price Waterhouse LLP.
24.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP
(included in its opinion filed as Exhibit 5).
25 Powers of Attorney (included on the Signature Page on
page 5 of the Registration Statement).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
1. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
2. 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 the registration statement;
3. 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) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
B. 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 the time shall
be deemed to be the initial bona fide offering thereof.
C. 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.
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 incorpo-
rated 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.
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 an 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 Indianapolis, State of
Indiana, on June 12, 1995.
PAUL HARRIS STORES, INC.
By/S/ CHARLOTTE G. FISCHER
Charlotte G. Fischer
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite
their names. Each person whose signature appears below hereby
authorizes Charlotte G. Fischer, with full power of substitution, to
execute in the name and on behalf of such person any post-effective
amendment to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, making
such changes in this Registration Statement as the registrant deems
appropriate, and appoints Charlotte G. Fischer with full power of
substitution, attorney-in-fact to sign any amendment and any post-
effective amendment to this Registration Statement and to file same,
with exhibits thereto, and other documents in connection therewith.
Signatures Capacity Date
/S/ CHARLOTTE G. FISCHER Chairman of the Board, June 12, 1995
Charlotte G. Fischer President and Chief Execu-
tive Officer and Director
(Principal Executive Officer)
/S/ JOHN H. BOYERS Senior Vice President June 12, 1995
John H. Boyers Finance and Treasurer
(Principal Financial
Officer)
<PAGE>
Signatures Capacity Date
/S/ KEITH L. HIMMEL, JR. Controller and Secretary June 12, 1995
Keith L. Himmel, Jr. (Principal Accounting
Officer)
/S/ GERALD PAUL Chairman of the Board June 12, 1995
Gerald Paul Emeritus and Director
/S/ ROGER D. BLACKWELL Director June 12, 1995
Roger D. Blackwell
/S/ RUDY GREER Director June 12, 1995
Rudy Greer
/S/ STIG A. KRY Director June 12, 1995
Stig A. Kry
/S/ ROBERT I. LOGAN Director June 12, 1995
Robert I. Logan
<PAGE>
Signatures Capacity Date
/S/ SALLY M. TASSANI Director June 12, 1995
Sally M. Tassani
<PAGE>
EXHIBIT 5
June 13, 1995
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Paul Harris Stores, Inc., an
Indiana corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission (the
"Commission") of the Company's Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 (the "Act"),
registering the offer and sale of up to 350,000 shares (the "Option
Shares") of the Company's common stock, without par value (the "Common
Stock"), pursuant to the Option Agreement dated as of April 29, 1994
between the Company and Charlotte G. Fischer (the "Option Agreement")
and 300,000 shares (the "Plan Shares") of Common Stock pursuant to the
Company's 1992 Non-Qualified Stock Option Plan, as amended (the "Plan").
In so acting, we have examined and relied upon the
originals, or copies certified or otherwise identified to our
satisfaction, of such records, documents and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.
Based on the foregoing, we are of the opinion that the
Option Shares and the Plan Shares have been duly authorized and, when
issued in accordance with the Option Agreement and the Plan,
respectively, will be validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the federal law
of the United States and the Business Corporate Law of the State of
Indiana.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not
thereby concede that we are within the category of persons whose consent
is required under Section 7 of the Act or the Rules and Regulations of
the Commission thereunder.
Very truly yours,
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
By:__________________________________
Robert A. Cantone, Esq.,
a member of the firm
<PAGE>
Computer Horizons Corp.
June 5, 1995
Page 10
EXHIBIT 24.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 28, 1995, except as to Note 7, which is as of April
25, 1995, which appears on page 19 of Paul Harris Stores,
Inc.'s Annual Report on Form 10-K for the fiscal year ended
January 28, 1995.
PRICE WATERHOUSE LLP
Indianapolis, Indiana
June 7, 1995
