As filed with the Securities
and Exchange Commission
on September 15, 1999 Registration No. 333-____
________________________________________________________________________________
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
6003 GUION ROAD
INDIANAPOLIS, INDIANA 46254
(Address of Principal
Executive Offices) (Zip Code)
PAUL HARRIS STORES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
CHARLOTTE G. FISCHER
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:
JAMES A. ASCHLEMAN
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF AMOUNT PROPOSED MAXIMUM OFFERING PROPOSED AMOUNT OF
SECURITIES TO BE PRICE PER SHARE (2) MAXIMUM REGISTRATION
TO BE REGISTERED AGGREGATE FEE
REGISTERED (1) OFFERING
PRICE (2)
<S> <C> <C> <C> <C>
Common 1,000,000 $4.4688 (3) $4,468,800 $1,242.33
Stock, (3) (3)
without
par value
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also registers
additional shares of Common Stock as may be offered or issued to
prevent dilution resulting from stock splits, stock dividends and
similar transactions. In addition, pursuant to Rule 457(h)(2) under
the Securities Act, no separate fee is required to register such
additional shares of Common Stock.
(2) It is impracticable to state the maximum offering price. Shares
offered pursuant to incentive stock options granted under the Plan
are to be offered at not less than the market value of one share of
Common Stock on the date the options are granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) under the Securities
Act using the average of the high and low sale prices of the Common
Stock as reported by the NASDAQ National Market System on September
13, 1999, which was $4.4688 per share.
<PAGE>
The Registrant's Registration Statement on Form S-8 (Registration No.
333-30079) is incorporated herein by reference.
<PAGE>
SIGNATURES
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 the City of Indianapolis, State
of Indiana, on September 14, 1999.
PAUL HARRIS STORES, INC.
By: /S/ CHARLOTTE G. FISCHER
Charlotte G. Fischer
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
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 each of
Charlotte G. Fischer and Keith L. Himmel, Jr., each 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 each of Charlotte G. Fischer and Keith L. Himmel,
Jr., each with full power of substitution, attorney-in-fact to sign any
amendment and any post-effective amendment to this Registration Statement
and to file the same, with exhibits thereto, and other documents in
connection therewith.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ CHARLOTTE G. FISCHER Chairman of September 14, 1999
Charlotte G. Fischer the Board,
President,
Chief
Executive
Officer and
Director
(Principal
Executive
Officer)
/S/ KEITH L. HIMMEL, JR. Vice September 14, 1999
Keith L. Himmel, Jr. President -
Finance,
Controller
and
Corporate
Secretary
(Principal
Accounting
and
Financial
Officer)
/S/ RICHARD A. FEINBERG, Ph.D. Director September 14, 1999
Richard A. Feinberg, Ph.D.
/S/ LESLIE NATHANSON JURIS, Ph.D. Director September 14, 1999
Leslie Nathanson Juris, Ph.D.
/S/ JAMES T. MORRIS Director September 14, 1999
James T. Morris
/S/ JOHN E. PETERS Director September 14, 1999
John E. Peters
/S/ SALLY M. TASSANI Director September 14, 1999
Sally M. Tassani
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
DESCRIPTION OF EXHIBIT
Exhibit
NO.
<S> <C>
4.1 (i) Amended and Restated Articles of Incorporation of the
Registrant dated September 8, 1992. (The copy of this Exhibit
filed as Exhibit 4(a)(i) to the Registrant's Current Report on Form
8-K dated April 11, 1997 is incorporated herein by reference.)
(ii) Amendment to Amended and Restated Articles of Incorporation of
the Registrant dated July 6, 1993. (The copy of this Exhibit filed
as Exhibit 4(a)(ii) to the Registrant's Current Report on Form 8-K
dated April 11, 1997 is incorporated herein by reference.)
(iii) Amendment to Amended and Restated Articles of Incorporation
of the Registrant dated April 10, 1997. (The copy of this Exhibit
filed as Exhibit 4(a)(iii) to the Registrant's Current Report on
Form 8-K dated April 11, 1997 is incorporated herein by reference.)
(iv) Amendment to Amended and Restated Articles of Incorporation of
the Registrant dated August 18, 1999. (The copy of this Exhibit
filed as Exhibit 4(a)(iv) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 31, 1999 is incorporated
herein by reference.)
4.2 Restated By-Laws of the Registrant, as amended to date. (The copy
of this Exhibit filed as Exhibit 3(b) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended February 1, 1997 is
incorporated herein by reference.)
4.3 (i) 1996 Stock Option and Incentive Plan of Registrant, as amended.
(The copy of this Exhibit filed as Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (Registration No. 333-30079) is
incorporated herein by reference.)
(ii) First Amendment to the 1996 Stock Option and Incentive Plan,
as amended. (The copy of this Exhibit filed as Exhibit (10)(n) to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended May 2, 1998 is incorporated herein by reference.)
(iii) Second Amendment to the 1996 Stock Option and Incentive Plan,
as amended. (The copy of this Exhibit filed as Exhibit 10(c)(iii)
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1999 is incorporated herein by reference.)
5 Opinion of Baker & Daniels, counsel for Registrant, as to the
legality of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Baker & Daniels (included in the Baker & Daniels Opinion
filed as Exhibit 5).
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).
</TABLE>
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
September 14, 1999
Paul Harris Stores, Inc.
6003 Guion Road
Indianapolis, IN 46254
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 1,000,000 additional shares (the "Shares") of the Company's
common stock, without par value, pursuant to the Paul Harris Stores, Inc.
1996 Stock Option and Incentive Plan, as amended to date (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 Shares have
been duly authorized and, when the Registration Statement shall have become
effective and the Shares have been issued in accordance with the Plan, the
Shares 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 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,
/s/ BAKER & DANIELS
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 2, 1999 relating to the
financial statements, which appears in the Paul Harris Stores, Inc. Annual
Report on Form 10-K for the fiscal year ended January 30, 1999.
/S/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Indianapolis, Indiana
September 15, 1999
