As filed with the Securities and Exchange Commission on June 12, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LOEHMANN'S, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2341356
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2500 Halsey Street
Bronx, New York 10461
(718) 409-2000
(Address of Principal Executive Offices) (Zip Code)
NEW STOCK INCENTIVE PLAN
(Full title of the plan)
Philip Kaplan
Loehmann's, Inc.
2500 Halsey Street
Bronx, New York 10461
(Name and address of agent for service)
(718) 409-2000
(Telephone number, including area code, of agent for service)
COPIES TO:
Mitchell S. Fishman
Robert B. Schumer
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities to be Registered Amount to be Offering Price Aggregate Offering Amount of
Registered (1) Per Share (2) Price (2) Registration Fee (2)
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 121,964 shares (3) $ 8.06 $ 983,029.84 $ 339.00 (6)
Common Stock, $.01 par
value per share 134,068 shares (4) $ 5.01 $ 671,680.68 $ 232.00 (6)
Common Stock, $0.1 par
value per share 190,860 shares (5) $23.8125 $4,544,853.75 $1,568.00 (6)
</TABLE>
(1) Consists of 446,892 shares reserved for issuance under the New Stock
Incentive Plan.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h)(i) under the Securities Act of 1933,
as amended.
(3) Represents 121,964 shares reserved for issuance pursuant to stock options
awards having an exercise price of $8.06 per share, granted pursuant to the
New Stock Incentive Plan. The registration fee for such shares was
calculated in accordance with Rule 457(h)(i) under the Securities Act of
1933, as amended, based on the exercise price of the options.
(4) Represents 134,068 shares reserved for issuance pursuant to stock options
awards having an exercise price of $5.01 per share, granted pursuant to the
New Stock Incentive Plan. The registration fee for such shares was
calculated in accordance with Rule 457(h)(i) under the Securities Act of
1933, as amended, based on the exercise price of the options.
(5) Represents 190,860 shares reserved for issuance under the New Stock
Incentive Plan. The registration fee for such shares was calculated in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
upon the basis of fluctuating market price.
(6) One wire transfer in the amount of $2,139 has been included with this
filing in payment of the total filing fee.
<PAGE>
EXPLANATORY NOTE
The Section 10(a) prospectus being delivered by Loehmann's, Inc. (the
"Company") to participants in the Loehmann's, Inc. New Stock Incentive
Plan (the "Plan") as required by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), has been prepared in accordance
with the requirements of Form S-8 and relates to shares of Common Stock,
par value $.01 per share (the "Common Stock"), reserved for issuance
pursuant to the Plan. The Plan information required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act. The Company
will provide to participants in the Plan a written statement advising
them of the availability without charge, upon written or oral request, of
documents incorporated by reference herein, as is required by Item 2 of
Part I of Form S-8.
<PAGE>
PART I
INFORMATION REQUIRED IN
THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed in the Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed in the Registration Statement.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference:
1.The Company's Prospectus, dated May 7, 1996, which was filed with
the Commission pursuant to Rule 424(b) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), and relates to the
Company's Registration Statement on Form S-1 (Registration Statement No.
33-97100), which was declared effective on May 7, 1996;
2.The Company's Registration Statement on Form 8-A, dated May 1,
1996, filed pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which contains a description of
the Common Stock.
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities registered hereby 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 part
hereof from the date of filing of such documents.
II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of
Delaware provides that a Delaware corporation may indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect
of any criminal action or proceeding, had no cause to believe his conduct
was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted under similar
standards, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the
court in which such action was brought shall determine that despite the
adjudication of liability, such person is fairly and reasonably entitled
to be indemnified for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of
any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith;
that indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation may purchase and maintain insurance on
behalf of a director or officer of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising
out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under such Section 145.
II-2
<PAGE>
The Company's Restated Certificate of Incorporation provides for
indemnification of the Company's directors and officers to the fullest
extent permitted by law. The Company's Restated Certificate of
Incorporation also permits the Board of Directors to authorize the
Company to purchase and maintain insurance against any liability asserted
against any director, officer, employee or agent of the Company arising
out of his capacity as such. Insofar as indemnification for liabilities
under the Securities Act may be permitted to directors, officers, or
controlling persons of the Company pursuant to the Company's Restated
Certificate of Incorporation, its By-laws and the Delaware General
Corporation Law, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in
such Act and is therefore unenforceable.
As permitted by the Delaware General Corporation Law, the Company's
Restated Certificate of Incorporation provides that directors of the
Company shall not be personally liable to the Company or its stockholders
for monetary damages for beach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law, relating
to prohibited dividends or distributions or the repurchase or redemption
of stock or (iv) for any transaction from which the director derives an
improper personal benefit. As a result of this provision, the Company
and its stockholders may be unable to obtain monetary damages from a
director for beach of his or her duty of care.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.1 -- Amended and Restated Certificate of Incorporation of the Company
currently in effect. (Incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-1 (Registration
Statement No. 33-97100), filed with the Commission).
4.2 -- By-laws of the Company. (Incorporated by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-1 (Registration
Statement No. 33-97100), filed with the Commission).
5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the
legality of shares of Common Stock being registered.
23.1-- Consent of Ernst & Young LLP.
23.2-- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
their opinion filed as Exhibit 5.1).
II-3
<PAGE>
24.1-- Power of Attorney (included on the signature page hereto).
Item 9. UNDERTAKINGS
(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, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective 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 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.
(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.
II-4
<PAGE>
(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, as amended, that
is incorporated by reference in this 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 registrant's
Certificate of Incorporation or by-laws, by contract, 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 New York,
State of New York, on June 10, 1996.
LOEHMANN'S, INC.
By: /s/ PHILIP KAPLAN
--------------------------------
Philip Kaplan
President
We, the undersigned officers and directors of Loehmann's, Inc.,
hereby severally constitute Philip Kaplan, Robert Friedman and Robert
Glass, and each of them singly, our true and lawful attorneys-in-fact
with full power to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective
amendments, to this registration statement, and generally do all such
things in our name and behalf in such capacities to enable Loehmann's,
Inc. to comply with the applicable provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, and we hereby ratify and confirm our signatures as they may
be signed by our said attorney to any and all such amendments.
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:
SIGNATURES TITLE DATE
[S] [C] [C]
/s/ NORMAN S. MATTHEWS Chairman of the Board and Director June 10, 1996
- -----------------------------
Norman S. Matthews
/s/ PHILIP KAPLAN President and Chief Operating June 10, 1996
- ----------------------------- Officer and Director (Principal
Philip Kaplan Executive Officer)
II-6
<PAGE>
/s/ ROBERT N. FRIEDMAN Chairman and Chief Executive June 10, 1996
- ---------------------------- Officer and Director
Robert N. Friedman
/s/ ROBERT GLASS Senior Vice President and Chief June 10, 1996
- ----------------------------- Financial Officer (Principal
Robert Glass Financial and Accounting Officer)
/s/ JANET A. HICKEY Vice President and Director June 10, 1996
- -----------------------------
Janet A. Hickey
- ----------------------------- Director
Richard E. Kroon
/s/ CHRISTINA A. MOHR Director June 10, 1996
- -----------------------------
Christina A. Mohr
/s/ CYNTHIA COHEN TURK Director June 10, 1996
- -----------------------------
Cynthia Cohen Turk
II-7
<PAGE>
INDEX TO EXHIBITS
Sequential Page
EXHIBITS NUMBER
4.1 -- Amended and Restated Certificate of Incorporation of
the Company currently in effect. (Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (Registration Statement No. 33-
97100), filed with the Commission).
4.2 -- By-laws of the Company. (Incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on
Form S-1 (Registration Statement No. 33-97100), filed
with the Commission).
5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as
to the legality of shares of Common Stock being
registered.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison
(included in their opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney (included on the signature page
hereto).
<PAGE>
EXHIBIT 5.1
<PAGE>
June 12, 1996
Loehmann's, Inc.
2500 Halsey Street
Bronx, New York 10461
LOEHMANN'S, INC.
Ladies and Gentlemen:
We are furnishing this opinion at your request in connection with
the registration statement on Form S-8 (the "Registration Statement")
being filed by Loehmann's, Inc., a Delaware corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") on the date
hereof, relating to 446,892 Shares (the "Shares") to be offered under the
Company's New Stock Incentive Plan (the "New Stock Incentive Plan").
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of (i) the
Registration Statement,
<PAGE>
(ii) the Restated Certificate of Incorporation of the Company, (iii) the
By-laws of the Company, (iv) the New Stock Incentive Plan and (v) all such
corporate records, agreements and other instruments of the Company, and all
such other documents, as we have considered necessary in order to form a
basis for the opinions expressed herein. As to certain matters of fact, we
have relied on representations, statements or certificates of officers of
the Company and of public authorities.
In our examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, the authenticity of all of such latter documents and the
legal capacity of all individuals who have executed any of the aforesaid
documents.
Based upon the foregoing, and subject to the assumptions,
exceptions and qualifications stated herein, we are of the opinion that,
when issued in accordance with the terms of the New Stock Incentive Plan,
the Shares will be 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 the laws and the rules, regulations and
orders thereunder, which are currently in effect.
<PAGE>
We hereby consent to the use of this opinion as an exhibit to the
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 promulgated under the Act.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
<PAGE>
EXHIBIT 23.1
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-_______) pertaining to the New Stock Incentive Plan of
Loehmann's, Inc. of our report dated April 8, 1996, with respect to the
consolidated financial statements for the year ended February 3, 1996 of
Loehmann's, Inc. included in its Registration Statement (Form S-1 No. 33-
97100) which was filed with the Securities and Exchange Commission and
declared effective on May 7, 1996.
/s/ Ernst & Young LLP
New York, New York
June 11, 1996
<PAGE>
