<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1995
Registration No. 33-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________________________________________
HARTMARX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3217140
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
101 North Wacker Drive Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
1995 INCENTIVE STOCK PLAN
and
1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
Mary D. Allen
Executive Vice President, General Counsel and Secretary
Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
312 357-5300
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Proposed Proposed
Amount of Maximum Maximum Amount of
Title of Securities Shares to be Offering Price Aggregate Registration
to be Registered Registered/1/ Per Share/2/ Offering Price Fee
________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock
$2.50 Par Value 1,825,000 $5.44 $9,928,000 $3,423.45
</TABLE>
________________________________________________________________________________
/1/ This Registration Statement also covers the stock purchase rights (the
"Rights") of the Registrant which are presently attached to and trade with the
Common Stock of the Registrant. Any value attributable to the Rights is
reflected in the market price of the Common Stock. Such additional securities
are also being registered hereby as may become issuable under the Plans as a
result of applicable anti-dilution provisions.
/2/ Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on April 12, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plans described herein.
________________________________________________________________________________
There are 13 pages in this Registration Statement. The Exhibit Index is on
page 9.
<PAGE>
1995 INCENTIVE STOCK PLAN
and
1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
__________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),(Exchange Act File
No. 1-8501) with the Securities and Exchange Commission are incorporated herein
by reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended November 30, 1994;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended February 28,
1995;
(c) The description of the Registrant's Common Stock contained in the
Registrant's statement on Form 8-B dated July 8, 1983; and
(d) The description of the Registrant's rights to purchase preferred stock
contained in the Registrant's registration statement on Form 8-A dated
January 27, 1986, as amended by the Registrant's amendment on Form 8 dated
July 17, 1989, as amended by the Registrant's amendment on Form 8 dated
September 30, 1992, and as amended by the Registrant's amendment on Form 8 dated
December 31, 1992.
All documents filed by the Registrant pursuant to Sections 13(a), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the termination of the offering of the securities offered hereby shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference
II-1
<PAGE>
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the shares of Common Stock, and the rights
in connection therewith, offered hereby will be passed upon for the Registrant
by Mrs. Mary D. Allen, Executive Vice President, General Counsel and Secretary
of the Registrant. Mrs. Allen holds options covering 25,000 shares of Common
Stock.
Item 6. Indemnification of Directors and Officers
The General Corporation Law of the State of Delaware (the "GCL") and
Article EIGHTH of the Registrant's Restated Certificate of Incorporation provide
for the indemnification of any person who was, is or is threatened to be made a
party to any action because such person is or was a director, officer, employee
or agent of the Registrant, or served another enterprise at the request of the
Registrant, against reasonable expenses (including attorneys' fees) and, except
as to an action by or in the right of the Registrant whereby such person is
found liable to the Registrant, judgments, fines and reasonable settlement
payments in connection with such actions.
The Bylaws of the Registrant provide for indemnification of its officers
and directors to the fullest extent permitted by the GCL. The Registrant has
entered into Indemnification Agreements (ratified by its stockholders) with each
member of its Board of Directors to provide them with specific contractual
assurance of indemnification, rights to advance reimbursement of related
expenses and certain other protections not specifically provided under Delaware
law. Directors' rights under the Indemnification Agreements are not exclusive
of other rights they have under the Registrant's Bylaws or Restated Certificate
of Incorporation or under Delaware law.
The GCL authorizes the purchase of indemnification insurance by the
Registrant. The Registrant currently maintains a policy insuring, subject
to certain exceptions, its directors and officers and the directors and
officers of its subsidiaries against liabilities which may be incurred by
such persons acting in such capacities.
II-2
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4-A. Rights Agreement dated as of January 17, 1986, between the
Registrant and The First National Bank of Chicago (incorporated by
reference to Exhibit 1 to Registration Statement on Form 8-A
effective January 31, 1986)(1).
4-A-1. Amendment to Rights Agreement, dated as of July 12, 1989, among the
Registrant, The First National Bank of Chicago and First Chicago
Trust Company of New York (incorporated by reference as Exhibit
4-A-1 to Form 10-K for the year ended November 30, 1994)(1).
4-A-2. Second Amendment to Rights Agreement, dated as of September 20,
1992, between the Registrant and First Chicago Trust Company of New
York (incorporated by reference as Exhibit 4-A-2 to Form 10-K for
the year ended November 30, 1992)(1).
4-A-3. Third Amendment to Rights Agreement, dated as of December 30, 1992,
between the Registrant and First Chicago Trust
II-3
<PAGE>
Company of New York (incorporated by reference as Exhibit 4-A-3 to
Form 10-K for the year ended November 30, 1992)(1).
5. Opinion of Mary D. Allen, Executive Vice President, General Counsel
and Secretary of the Registrant.
23-A. Consent of Price Waterhouse LLP.
23-B. Consent of Mary D. Allen (included in Exhibit 5).
24. Powers of Attorney.
(1) File No. 1-8501
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement 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;
(ii) 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; and
(iii) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;
provided, however, that clauses (i) and (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 these clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report
II-4
<PAGE>
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended, (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, 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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the
Registrant's latest annual report to stockholders for its last fiscal year
meeting the requirements of Rule 14a-3 under the Securities Exchange Act of
1934, unless such employee otherwise has received a copy of such report, in
which case the Registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written request
of the employee. If the last fiscal year of the Registrant has ended within
120 days prior to the use of the prospectus, the annual report of the
Registrant for the preceding fiscal year may be so delivered, but within
such 120 days period the annual report for the last fiscal year will be
furnished to each such employee.
(d) 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 provisions described in Item 6 above, 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 of 1933 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
Securities Act of 1933 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 this Registration Statement 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 Chicago, State of
Illinois, on the 13th day of April, 1995.
HARTMARX CORPORATION
By: /s/ Mary D. Allen
-------------------------
Mary D. Allen,
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Director, Chairman
* of the Board and Chief April 13, 1995
- ----------------------- Executive Officer
Elbert O. Hand (Principal Executive Officer)
Director, President, and April 13, 1995
* Chief Operating Officer
- -----------------------
Homi B. Patel
* Executive Vice President,
- ----------------------- Chief Financial Officer April 13, 1995
Wallace L. Rueckel (Principal Financial Officer)
* Senior Vice President, April 13, 1995
- ----------------------- Finance and Administration
Glenn R. Morgan (Principal Accounting Officer)
II-6
<PAGE>
* Director April 13, 1995
- -----------------------
A. Robert Abboud
* Director April 13, 1995
- -----------------------
Letitia Baldrige
* Director April 13, 1995
- -----------------------
Jeffrey A. Cole
* Director April 13, 1995
- -----------------------
Raymond F. Farley
* Director April 13, 1995
- -----------------------
Donald P. Jacobs
* Director April 13, 1995
- -----------------------
Miles L. Marsh
* Director April 13, 1995
- -----------------------
Charles Marshall
* Director April 13, 1995
- -----------------------
Charles K. Olson
* Director April 13, 1995
- -----------------------
Talat M. Othman
* Director April 13, 1995
- -----------------------
Stuart L. Scott
* Director April 13, 1995
- -----------------------
Sam F. Segnar
*By: /s/ Mary D. Allen
--------------------
Mary D. Allen
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
Seq.
Page
Number
4-A. Rights Agreement dated as of January 17, 1986,
between the Registrant and The First National Bank
of Chicago (incorporated by reference to Exhibit 1
to Registration Statement on Form 8-A effective *
January 31, 1986)(1).
4-A-1. Amendment to Rights Agreement, dated as of July 12,
1989, among the Registrant, The First National Bank
of Chicago and First Chicago Trust Company of New
York (incorporated by reference as Exhibit 4-A-1 to
Form 10-K for the year ended November 30, 1994)(1). *
4-A-2. Second Amendment to Rights Agreement, dated as of
September 20, 1992, between the Registrant and
First Chicago Trust Company of New York
(incorporated by reference as Exhibit 4-A-2 to Form
10-K for the year ended November 30, 1992)(1). *
4-A-3. Third Amendment to Rights Agreement, dated as of
December 30, 1992, between the Registrant and First
Chicago Trust Company of New York (incorporated by
reference as Exhibit 4-A-3 to Form 10-K for the
year ended November 30, 1992)(1). *
5. Opinion of Mary D. Allen, Executive Vice President,
General Counsel and Secretary of the Registrant. 10
23-A. Consent of Price Waterhouse LLP. 12
23-B. Consent of Mary D. Allen (included in Exhibit 5).
24. Powers of Attorney. 13
(1) File No. 1-8501
* Documents incorporated by reference
<PAGE>
EXHIBIT 5
LEGAL OPINION AND CONSENT OF MARY D. ALLEN
April 13, 1995
Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
Gentlemen:
I am Executive Vice President, General Counsel and Secretary of
Hartmarx Corporation ("Hartmarx"), and acting in such capacity, in
connection with the registration under the Securities Act of 1933, as
amended, of 1,825,000 shares of its common stock, $2.50 par value (the
"Shares"), and the stock purchase rights (the "Rights") attached to the
Shares, for offering pursuant to the 1995 Incentive Stock Plan and the 1995
Stock Plan for Non-Employee Directors (the "Plans"), I have examined the
Restated Certificate of Incorporation and Bylaws of Hartmarx, each as
amended to date, the Rights Agreement dated as of January 17, 1986, between
Hartmarx and The First National Bank of Chicago, as amended, the Plans, the
subject Registration Statement on Form S-8, and such other original and
photostatic copies of documents, records and instruments, including minutes
of meetings of the Board of Directors of Hartmarx and Stockholders of
Hartmarx, respectively, as I have deemed necessary for the purposes of
rendering this opinion. In all of my examinations I have assumed the
genuineness of all signatures on, and the authenticity of, all documents
purporting to be originals and the conformity to originals of all
photostatic copies of documents.
Based upon the foregoing, relying on the statements of facts contained
in the documents referred to, it is my opinion that:
(i) the Shares are duly authorized for issue; and
(ii) the Shares, when issued in accordance with the provisions of
the Plans, and the rights attached to the Shares will be legally
issued, fully paid and non-assessable.
<PAGE>
Hartmarx Corporation
April 13, 1995
Page -2-
I hereby consent to the use of my name in the Prospectus and in the
Registration Statement on Form S-8 and to the filing of this opinion with
the Securities and Exchange Commission as an Exhibit to such Registration
Statement.
Very truly yours,
/s/ Mary D. Allen
MDA/hcp
<PAGE>
EXHIBIT 23-A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Hartmarx Corporation of our report dated
January 9, 1995, which appears on page 16 of the Annual Report on Form 10-K
of Hartmarx Corporation for the year ended November 30, 1994. We also
consent to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
/s/ Price Waterhouse LLP
Chicago, Illinois
April 13, 1995
<PAGE>
POWER OF ATTORNEY EXHIBIT 24
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of HARTMARX CORPORATION, a Delaware corporation, do hereby constitute
and appoint WALLACE L. RUECKEL and MARY D. ALLEN, or either of them, his/her
true and lawful attorney-in-fact and agent, with full power and authority of
substitution and resubstitution, to sign in the name and on behalf of the
undersigned, as directors and officers of said corporation, a Registration
Statement on FORM S-8 which relates to the registration under the Securities
Act of 1933 of shares of Common Stock issuable under the corporation's 1995
Incentive Stock Plan and the corporation's 1995 Stock Plan for Non-Employee
Directors, and any and all Amendments of every nature to said Registration
Statement, and to file the same or cause to be filed the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Each of the undersigned hereby certifies that to the best of the
undersigned's knowledge and belief said corporation meets all of the
requirements for filings on FORM S-8 and hereby grants unto said attorney-in-
fact and agent full power 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 they or either of them might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
this 27th day of March, 1995.
/s/ Elbert O. Hand /s/ Homi B. Patel
- -------------------------------------- --------------------------------------
ELBERT O. HAND HOMI B. PATEL
Chairman, Chief Executive President, Chief Operating
Officer, Director Officer, Director
/s/ A. Robert Abboud /s/ Charles Marshall
- -------------------------------------- --------------------------------------
A. ROBERT ABBOUD, Director CHARLES MARSHALL, Director
/s/ Letitia Baldrige /s/ Charles K. Olson
- -------------------------------------- --------------------------------------
LETITIA BALDRIGE, Director CHARLES K. OLSON, Director
/s/ Jeffrey A. Cole /s/ Talat M. Othman
- -------------------------------------- --------------------------------------
JEFFREY A. COLE, Director TALAT M. OTHMAN, Director
/s/ Raymond F. Farley /s/ Stuart L. Scott
- -------------------------------------- --------------------------------------
RAYMOND F. FARLEY, Director STUART L. SCOTT, Director
/s/ Donald P. Jacobs /s/ Sam F. Segnar
- -------------------------------------- --------------------------------------
DONALD P. JACOBS, Director SAM F. SEGNAR, Director
/s/ Miles L. Marsh /s/ Wallace L. Rueckel
- -------------------------------------- --------------------------------------
MILES L. MARSH, Director WALLACE L. RUECKEL
Executive Vice President, Chief
Financial Officer
/s/ Glenn R. Morgan (Principal Financial Officer)
- --------------------------------------
GLENN R. MORGAN
Senior Vice President,
Finance and Administration
(Principal Accounting Officer)
