<PAGE>
As filed with the Securities and Exchange Commission on March __________ , 1998
Registration No.________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
DEB SHOPS, INC.
---------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1913593
------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9401 Blue Grass Road
Philadelphia, PA
(215) 676-6000 19114
-------------- -----
(Address and telephone number of (Zip Code)
Principal Executive Offices)
1995 Incentive Stock Option Plan
--------------------------------
(Full title of the Plan)
Steven B. King, Esquire
Mesirov Gelman Jaffe Cramer & Jamieson, LLP
1735 Market Street
Philadelphia PA 19103-7598
(215) 994-1037
---------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee(2)
---------------- ------------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $7.75 $7,750,000 $2,286.25
Par value $0.01 per share
</TABLE>
<PAGE>
(1) There are registered hereby 1,000,000 shares of Common Stock Par Value
$0.01 per Share ("Common Stock") of Deb Shops, Inc. (the "Company")
issuable pursuant to the Company's 1995 Incentive Stock Option Plan (the
"Plan") under which Options could be granted with respect to 2,000,000
shares of the Company's Common Stock. This Registration Statement also
relates to such indeterminate number of shares of the Company's Common
Stock as may become issuable by reason of the adjustment provisions of the
Plan with respect to the aforesaid 1,000,000 shares of the Company's Common
Stock.
(2) The maximum offering price per share of Common Stock and the maximum
aggregate offering price for the 1,000,000 shares of Common Stock being
offered pursuant to the Plan are estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933, as amended. They are based upon the average of the
high and low prices of the Common Stock on March 19, 1998, as reported on
the NASDAQ National Market System.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this
Registration Statement the following documents heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Securities and Exchange Commission ("Commission"):
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1997 (Commission File
No. 0-12188);
(b) All other reports filed by the Company with the
Commission since January 31, 1997 pursuant to Section
13(a), 14, or 15(d) of the Exchange Act, including
the following:
(i) Proxy Statement dated April 30,
1997 filed in connection with the
Company's 1997 Annual Meeting of
Shareholders held on May 30, 1997;
(ii) Quarterly Reports on Form 10-Q
for the quarterly periods ended
April 30, 1997, July 31, 1997 and
October 31, 1997; and
(c) The description of the Company's Common Stock
contained in the registration statement therefor
under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating
such description.
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 in this Registration Statement and to be part hereof
from the respective date of the filing of each such document.
Item 4. Description of Securities
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock being registered by this
Registration Statement will be passed upon for the Company by Mesirov Gelman
Jaffe Cramer & Jamieson, LLP, Philadelphia, Pennsylvania, counsel to the
Company. Barry H. Frank, a partner of such law firm, is a Director of the
Company, and a co-trustee of certain trusts (for the benefit of Mr. and Mrs.
Warren Weiner) owning 1,621,982 shares of the Common Stock of the Company as to
which Mr. Frank disclaims beneficial interest.
Item 6. Indemnification of Directors and Officers
Section 3-12 of the Company's By-laws, as amended ("By-laws"),
provides that a Director shall not be personally liable for monetary damages for
any action taken or any failure to take any action to the fullest extent
permitted by the Pennsylvania Director's Liability Act, former 15 Pa. C.S.A.
ss.1721(h). (This section of the Pennsylvania laws concerning a director's
liability has been superseded by current 15 Pa. C.S.A. ss.1713). These
provisions do not have any effect on the availability of equitable remedies
(such as an injunction or rescission) for breach of fiduciary duty by directors
or officers. However, as a practical matter, equitable remedies may not be
available in particular circumstances.
Section 7-1 of the By-laws provides, among other things, that
the Company shall indemnify any person who is or was made a party or is
threatened to be made a party to any proceeding by reason of the fact that he is
or was a Director or officer of the Company (or any of its subsidiaries) or, is
or was serving at the request of the Company as a Director, officer, trustee,
employee or agent of another corporation, partnership, trust, employee benefit
plan or other enterprise against all expenses (including legal fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by such
person, to the fullest extent now or hereafter permitted by law in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, brought or threatened to be
brought, including actions or suits by or in the right of the Company, by reason
of the fact that such person is or was a Director or officer of the Company, or
any of its subsidiaries, or acted as a Director or officer or in any other
capacity on behalf of the Company, or any of its subsidiaries or is or was
serving at the request of the Company as a Director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
or with respect to any employee benefit plan.
Section 7-2 of the By-laws further provides that the Company
may, from time to time, advance to any person entitled to be indemnified the
funds necessary for payment of expenses incurred in connection with any
proceeding, upon receipt of a undertaking by or on behalf of such person to
repay such amount, if it is ultimately determined that such person is not
entitled to indemnification. The rights and authority conferred in Section 7-1
and Section 7-2 of the By-laws are not exclusive of any other right which an
indemnified party may have or acquire under any statute, provision of the
By-laws, agreement, vote of the shareholders or directors or otherwise. The
By-laws specify that the right to indemnification inures to the benefit of the
heirs, executors and administrators of such person.
II-2
<PAGE>
The Pennsylvania Business Corporation Law, 15 Pa. C.S.A.
ss.ss.101 et seq., generally provides that a corporation may, and in the case of
a person who has been successful on the merits or otherwise in defense of any
action brought by third parties, shall, 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 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 representative of the corporation, or is
or was serving at the request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action 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 to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action or proceeding by judgment, order, settlement or conviction or upon a
plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner that he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had reasonable cause
to believe that his conduct was unlawful.
The Company has purchased and maintains insurance for its
officers and directors against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Act"). The effect of such insurance
is to indemnify any officer or director of the Company against expenses,
judgments, fines, attorney's fees and other amounts paid in settlements incurred
by him, subject to certain exclusions. Such insurance does not insure against
any such amount incurred by an officer or Director as a result of his own
dishonesty.
The foregoing provisions of the By-laws apply only to claims
against a director or officer arising out of his service in such a capacity.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and therefore is unenforceable. See Item 9.
Item 7. Exemption From Registration Claimed
Not applicable.
II-3
<PAGE>
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4 1995 Incentive Stock Option Plan incorporated by reference to
Exhibit No. 10-20 in the Company's Annual Report on Form 10-K
dated April 11, 1997.
5 Opinion of Mesirov Gelman Jaffe Cramer & Jamieson,
LLP.
23-1 Consent of Arthur Andersen LLP, Independent Public Accountants
of Deb Shops, Inc.
23-2 Consent of Mesirov Gelman Jaffe Cramer & Jamieson, LLP
(included in Exhibit 5).
24 Power of Attorney (set forth on signature page hereto).
</TABLE>
Item 9. Undertakings
<TABLE>
<CAPTION>
(a) The undersigned registrant hereby undertakes:
<S> <C> <C>
(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, as amended
(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 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 Commission pursuant
to Rule 424(b) (ss.230.424(b) of
this
</TABLE>
II-4
<PAGE>
chapter) 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)(l)(i) and (a)(l)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or Form
F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
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 undertakes that, for the
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 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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 that 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
provisions discussed in Item 6 of this Registration Statement,
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
II-5
<PAGE>
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 Securities Act and will be governed by the
final adjudication of such issue.
II-6
<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 Philadelphia, Commonwealth of Pennsylvania on
the 23 day of March, 1998.
DEB SHOPS, INC.
By: /s/Marvin Rounick
-----------------
Marvin Rounick
President, Chief Executive Officer and
Director (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Marvin Rounick and Warren
Weiner, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, 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 in and about the
premises, as fully to all intents and purposes as he might or could 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.
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Marvin Rounick President, Chief Executive March 23, 1998
- ------------------ Officer and Director
Marvin Rounick (Principal Executive Officer)
/s/ Warren Weiner Executive Vice President March 23, 1998
---------------- Secretary, Treasurer
Warren Weiner and Director
/s/ Jack A. Rounick Assistant Secretary and March 23, 1998
- ------------------- Director
Jack A. Rounick
/s/ Paul S. Bachow Director March 23, 1998
- ------------------
Paul S. Bachow
/s/ Barry H. Feinberg Director March 23, 1998
- ---------------------
Barry H. Feinberg
/s/ Barry H. Frank Director March 23, 1998
- -------------------
Barry H. Frank, Esquire
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
(cont'd.)
Signature Title Date
<S> <C> <C>
/s/ Lewis Lyons Vice President, Finance, March 23, 1998
- ---------------- Chief Financial Officer and
Lewis Lyons Assistant Secretary
/s/ William F. Gallagher Controller March 23, 1998
- ------------------------
William F. Gallagher
</TABLE>
II-9
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4 1995 Incentive Stock Option Plan incorporated by reference to
Exhibit No. 10-20 in the Company's Annual Report on Form 10-K
dated April 11, 1997.
5 Opinion of Mesirov Gelman Jaffe Cramer & Jamieson, LLP.
23-1 Consent of Arthur Andersen LLP, Independent Public Accountants
of Deb Shops, Inc.
23-2 Consent of Mesirov Gelman Jaffe Cramer & Jamieson, LLP
(included in Exhibit 5).
24 Power of Attorney (set forth on signature page hereto).
</TABLE>
<PAGE>
Exhibit 5
Opinion of Mesirov Gelman Jaffe Cramer & Jamieson, LLP
<PAGE>
(215) 994-1000
March 23, 1998
Via EDGAR
- ---------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Deb Shops, Inc. Registration Statement on Form S-8
--------------------------------------------------
Dear Sir/Madam:
As counsel to Deb Shops, Inc., a Pennsylvania corporation (the
"Company"), we are familiar with the corporate proceedings relating to the
proposed registration on Form S-8, which is to be filed with the Securities and
Exchange Commission on or about March 23, 1998 (the "Registration Statement"),
of 1,000,000 shares of the Company's Common Stock (the "Shares") issuable
pursuant to the Company's 1995 Incentive Stock Option Plan (the "Plan").
We have examined the Company's Certificate of Incorporation,
as amended, the Company's By-Laws, as amended, and minutes of meetings of, or
consents executed by, the Board of Directors of the Company, and such other
documents and corporate records relating to the Company and the proposed
issuance and sale of the Shares as we deemed appropriate for purposes of
rendering this opinion.
Based upon the foregoing, it is our opinion that when the
Shares are sold in the manner and for the consideration described in the Plan,
the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to all references made to this Firm included
in the Registration Statement.
Barry H. Frank, a partner in this Firm, is a Director of the
Company and co-trustee of certain trusts for the benefit of Mr. and Mrs. Warren
Weiner owning 1,628,982 shares of the Common Stock of the Company as to which
Mr. Frank disclaims beneficial interest.
Very truly yours,
/s/ Mesirov Gelman Jaffe Cramer & Jamieson, LLP
<PAGE>
Exhibit 23-1
Consent of Arthur Andersen LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 5, 1997
included in Deb Shops, Inc.'s Form 10-K for the year ended January 31, 1997, and
to all references to our Firm included in this registration statement.
/s/ Arthur Anderson LLP
Philadelphia, Pennsylvania
March 16, 1998
