<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
LOEHMANN'S, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5621 22-2341356
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
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2500 HALSEY STREET
BRONX, NEW YORK 10461
(718) 409-2000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------
PHILIP KAPLAN
PRESIDENT AND CHIEF OPERATING OFFICER
LOEHMANN'S, INC.
2500 HALSEY STREET
BRONX, NY 10461
(718) 409-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
------------------------
COPIES TO:
<TABLE>
<S> <C>
ROBERT B. SCHUMER, ESQ. EDWARD S. ROSENTHAL, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
1285 AVENUE OF THE AMERICAS 725 SOUTH FIGUEROA STREET, SUITE 3890
NEW YORK, NY 10019-6064 LOS ANGELES, CALIFORNIA 90017-5438
(212) 373-3000 (213) 689-5800
</TABLE>
------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this
Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the registration statement number of the earlier
effective registration statement for the same offering. X 333-12881
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED SHARE(2) PRICE(2)
Common Stock, $.01 par value.............. 96,600(1) $27.3125 $2,638,387.50
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
Common Stock, $.01 par value.............. $800
</TABLE>
(1) Includes 12,600 shares of Common Stock which may be purchased by the
Underwriters to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average high ($27.625) and low
($27.00) sales prices of the Registrant's Common Stock on The Nasdaq
National Market on October 11, 1996.
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<PAGE>
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-12881)
Loehmann's, Inc. (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement on
Form S-1 (File No. 333-12881), as amended (including the exhibits thereto),
declared effective at approximately 4:30 p.m. on October 15, 1996 by the
Securities and Exchange Commission.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<S> <C>
(a) EXHIBITS DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------------
*5.1 --Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
*23.1 --Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in opinion filed as Exhibit 5.1).
*23.2 --Consent of Ernst & Young LLP.
24.1 --Power of Attorney, filed as Exhibit 24.1 to Loehmann's, Inc.'s Registration Statement on Form S-1
(Registration No. 333-12881) and incorporated herein by reference.
</TABLE>
- ---------------
* Filed herewith.
(b) Financial Statement Schedules included separately in the Registration
Statement.
None
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 15th day of October, 1996.
LOEHMANN'S, INC.
By /S/ PHILIP
KAPLAN
...................................
Philip Kaplan
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------ -------------------------------------------- --------------------
* Chairman of the Board and Director October 15, 1996
................................................
Norman S. Matthews
/s/ PHILIP KAPLAN President and Chief Operating Officer and October 15, 1996
................................................ Director (Principal Executive Officer)
Philip Kaplan
* Chairman and Chief Executive Officer and October 15, 1996
................................................ Director
Robert N. Friedman
* Senior Vice President and Chief Financial October 15, 1996
................................................ Officer (Principal Financial and
Robert Glass Accounting Officer)
* Vice President and Director October 15, 1996
................................................
Janet A. Hickey
* Director October 15, 1996
................................................
Richard E. Kroon
* Director October 15, 1996
................................................
Christina A. Mohr
* Director October 15, 1996
................................................
Arthur Reiner
* Director October 15, 1996
................................................
Cynthia Cohen Turk
*By /s/ PHILIP KAPLAN
...........................................
Philip Kaplan
(Attorney-in-fact)
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
EXHIBITS DESCRIPTION PAGE
- --------- ------------------------------------------------------------------------------------------------- -----------
*5.1 --Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
*23.1 --Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in opinion filed as Exhibit 5.1).
*23.2 --Consent of Ernst & Young LLP.
24.1 --Power of Attorney, filed as Exhibit 24.1 to Loehmann's, Inc.'s Registration Statement on Form
S-1 (Registration No. 333-12881) and incorporated herein by reference.
</TABLE>
- ---------------
* Filed herewith.
<PAGE>
[LETTERHEAD OF PAUL, WEIS, RIFKIND, WHARTON & GARRISON]
October 15, 1996
Loehmann's Inc.
2500 Halsey Street
Bronx, New York 10461
Loehmann's, Inc.
Registration Statement on Form S-1
Registration No. 333-
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement (the
"Abbreviated Registration Statement"), filed today with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder (the "Rules"), which relates to the Registration Statement on Form
S-1 (the "Registration Statement") (Registration No. 333-12881), which was
declared effective earlier today by the Commission, we have been requested by
Loehmann's, Inc., a Delaware corporation (the "Company"), to furnish our
opinion as to the legality of the securities being registered thereunder.
The Registration Statement relates to the registration under the Act of
96,600 shares (including up to 12,600 shares to be sold upon exercise of the
underwriter's over-allotment option) (the "Shares") of the Company's common
stock, par value $.01 per share (the "Common Stock"), to
<PAGE>
Loehmann's Inc. 2
be sold for the account of certain selling stockholders of the Company.
In connection with the furnishing of this opinion, we have reviewed the
Registration Statement (including all amendments thereto filed on or prior to
the date hereof), the form of the Underwriting Agreement for the sale of the
Common Stock included as Exhibit 1.1 to the Registration Statement, originals,
or copies certified or otherwise identified to our satisfaction, of the
Company's Restated Certificate of Incorporation and Amended and Restated By-
laws, each as in effect on the date hereof, and records of certain of the
Company's corporate proceedings. We also have examined and relied upon
representations as to factual matters contained in certificates of officers of
the Company, and have made such other investigations of fact and law and have
<PAGE>
Loehmann's Inc.
3
examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates or
other instruments, and upon such factual information otherwise supplied to
us, as in our judgment are necessary or appropriate to render the opinions
expressed below. In addition, we have assumed, without independent
investigation, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity of original
documents to all documents submitted to us as certified, photostatic,
reproduced or conformed copies, the authenticity of all such latter documents
and the legal capacity of all individuals who have executed any of the
documents.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized, validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware. Please be advised that no member of this firm is
admitted to practice in the State of Delaware. Our opinion is rendered only
with respect to laws, and the rules, regulations and orders thereunder, which
are currently in effect.
<PAGE>
Loehmann's Inc. 4
We hereby consent to the use of this opinion as an Exhibit to the
Abbreviated Registration Statement and to the use of our name under the heading
"Legal Matters" contained in the Prospectus incorporated by reference in the
Abbreviated Registration Statement. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required by
the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1 No. 333- ) and related Prospectus of Loehmann's, Inc. of our
report dated May 10, 1996, with respect to the consolidated financial statements
of Loehmann's, Inc. included in Amendment No. 1 to the Registration Statement
(Form S-1 No. 333-12881) and related Prospectus dated October 11, 1996, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
October 15, 1996
