Registration No. 33-58653
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
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
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of Amount Proposed Proposed
Securities of Shares Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
______________________________________________________________________________
Common Stock
$2.50 Par Value 100,000 $4.81 $481,000.00 $165.86
______________________________________________________________________________
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 September 20, 1996.
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.
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
(Exchange Act File No. 1-8501) with the Securities and Exchange
Commission are incorporated herein by reference and made a part
hereof:
(a) The contents of Registration Statement No. 33-
58653, filed on April 17, 1995.
(b) The description of the Registrant s rights to
purchase preferred stock contained in the Registrant's
registration statement on Form 8-A dated January 23, 1996.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (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 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 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 Mary D. Allen, Executive Vice
President, General Counsel and Secretary of the Registrant. Mrs.
Allen holds options covering 80,000 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.
Item 8. Exhibits
3. Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 3-A-3 to Form 10-
K for the year ended November 30, 1995) (1).
4. Rights Agreement dated as of December 6, 1995, between
the Registrant and First Chicago Trust Company of New
York (incorporated by reference to Exhibit 4.1 to Form
8-K filed December 29, 1995) (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-A. Powers of Attorney (incorporated by reference as
Exhibit 24 to Registration Statement on Form S-8,
No. 33-58653, filed with the Commission on April
17, 1995) (1).
24-B. 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
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.
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 24th day of September, 1996.
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 September 24, 1996
__________________________ Executive Officer
Elbert O. Hand (Principal Executive
Officer)
* Director, President, and September 24, 1996
__________________________ Chief Operating Officer
Homi B. Patel
* Executive Vice President,
___________________________ Chief Financial Officer September 24, 1996
Glenn R. Morgan (Principal Financial
Officer)
* Controller September 24, 1996
_________________________ (Principal
Andrew A. Zahr Accounting Officer)
* Director September 24, 1996
__________________________
A. Robert Abboud
* Director September 24, 1996
__________________________
Samawal A. Bakhsh
* Director September 24, 1996
__________________________
Jeffrey A. Cole
* Director September 24, 1996
__________________________
Raymond F. Farley
* Director September 24, 1996
____________________________
Donald P. Jacobs
* Director September 24, 1996
___________________________
Charles Marshall
* Director September 24, 1996
____________________________
Michael B. Rohlfs
* Director September 24, 1996
_____________________________
Stuart L. Scott
*By: /s/ Mary D. Allen
_________________________
Mary D. Allen
Attorney-in-Fact
EXHIBIT INDEX
Seq.
Page
Number
3. Certificate of Designation, Preferences and Rights
for Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 3-A-3 to *
Form 10-K for the year ended November 30, 1995)
(1).
4. Rights Agreement dated as of December 6, 1995
between the Registrant and First Chicago Trust
Company of New York (incorporated by reference to *
Exhibit 4.1 to Form 8-K filed December 29, 1995)
(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-A. Powers of Attorney (incorporated by reference as
Exhibit 24 to Registration Statement on Form S-8,
No. 33-58653, filed April 17, 1995) (1).
*
24-B. Powers of Attorney.
(1) File No. 1-8501
* Documents incorporated by reference
EXHIBIT 5
LEGAL OPINION AND CONSENT OF MARY D. ALLEN
September 24, 1996
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 100,000 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 (the
Plan ), I have examined the Restated Certificate of
Incorporation and Bylaws of Hartmarx, each as amended to
date, the Rights Agreement dated as of December 6, 1995,
between Hartmarx and First Chicago Trust Company of New
York, as Rights Agent, the Plan, Registration Statement on
Form S-8, filed with the Securities and Exchange Commission
on April 17, 1995, the subject Post Effective Amendment No.
1, 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 Plan,
and the Rights attached to the Shares will be
legally issued, fully paid and non-
assessable.
I hereby consent to the use of my name in the
Prospectus, in the Post Effective Amendment No. 1 to 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 Amendment to the Registration Statement.
Very truly yours,
/s/ Mary D. Allen
MDA/hcp
EXHIBIT 23-A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Post Effective Amendment No. 1 to the Registration Statement
on Form S-8 of our report dated January 9, 1996, which appears
on page 14 of Hartmarx Corporation's Annual Report on Form 10-K
for the year ended November 30, 1995. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
/s/ Price Waterhouse LLP
Chicago, Illinois
September 24, 1996
POWER OF ATTORNEY EXHIBIT 24-B
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 GLENN R.
MORGAN 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 30th day of August, 1996.
/s/ Samawal A. Bakhsh /s/ Michael B. Rohlfs
_____________________________________ ____________________________
SAMAWAL A. BAKHSH, Director MICHAEL B. ROHLFS, Director
/s/ Glenn R. Morgan /s/ Andrew A. Zahr
_____________________________________ _____________________________
GLENN R. MORGAN ANDREW A. ZAHR
Executive Vice President, Controller
Chief Financial Officer (Principal Accounting Officer)
(Principal Financial Officer)
