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)
Taras R. Proczko
Assistant General Counsel
Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
312 357-5321
(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
Title of Amount of Maximum Maximum Amount of
Securities to Shares to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price Fee
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$2.50 Par Value 100,000 $8.25 $825,000.00 $250.00
-----------------------------------------------------------------------------
</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 June 25, 1997.
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 1. Plan Information
Not required in this registration statement.
Item 2. Registrant Information and Employee Plan Annual
Information
Not required in this 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) The contents of Registration Statement No. 33-
58653, filed on April 17, 1995;
(b) Annual Report on Form 10-K for the fiscal year
ended November 30, 1996;
(c) Quarterly Report on Form 10-Q for the fiscal
quarter ended February 28, 1997;
(d) Form 10-K/A Amendment No. 1 to Annual Report on
Form 10-K for the year ended November 30, 1996, filed on June
26, 1997; and
(e) 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 4. Description of Securities
Not required in 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 Taras R.
Proczko, Assistant General Counsel of the Registrant. Mr.
Proczko holds options covering 17,201 shares of Common
Stock.
Item 6. Indemnification of Directors and Officers
Not required in this registration statement.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
3. Certificate of Designation, Preference 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 Taras R. Proczko, Assistant General
Counsel of the Registrant.
23-A. Consent of Price Waterhouse LLP.
23-B. Consent of Taras R. Proczko (included in Exhibit 5).
24. Powers of Attorney.
(1) File No. 1-8501
Item 9. Undertakings
Not required in this registration statement.
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 27th day of June, 1997.
HARTMARX CORPORATION
By: /s/ TARAS R. PROCZKO
Taras R. Proczko
Assistant General Counsel
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
-------*----------- Executive Officer June 27, 1997
Elbert O. Hand (Principal Executive
Officer)
Director, President, and June 27, 1997
-------*----------- Chief Operating Officer
Homi B. Patel
Executive Vice President,
-------*----------- Chief Financial Officer June 27, 1997
Glenn R. Morgan (Principal Financial
Officer)
-------*----------- Controller June 27, 1997
Andrew A. Zahr (Principal Accounting
Officer)
-------*----------- Director June 27, 1997
A. Robert Abboud
-------*----------- Director June 27, 1997
Samawal A. Bakhsh
-------*----------- Director June 27, 1997
Jeffrey A. Cole
-------*----------- Director June 27, 1997
Raymond F. Farley
-------*----------- Director June 27, 1997
Donald P. Jacobs
-------*----------- Director June 27, 1997
Charles Marshall
-------*----------- Director June 27, 1997
Michael B. Rohlfs
-------*----------- Director June 27, 1997
Stuart L. Scott
*By: /s/ TARAS R. PROCZKO
Taras R. Proczko
Attorney-in-Fact
EXHIBIT INDEX
3. Certificate of Designation, Preference 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 Taras R. Proczko, Assistant
General Counsel of the Registrant.
23-A. Consent of Price Waterhouse LLP.
23-B. Consent of Taras R. Proczko (included in
Exhibit 5).
24. Powers of Attorney
(1) File No. 1-8501
* Documents incorporated by reference
EXHIBIT 5
LEGAL OPINION AND CONSENT OF TARAS R. PROCZKO
June 27, 1997
Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
Gentlemen:
I am Assistant General Counsel 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 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 December 6, 1995, between Hartmarx and First
Chicago Trust Company of New York, as Rights Agent, the
Plans, Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on April 17, 1995,
bearing Registration No. 33-58653, the subject Registration
Statement on Form S-8 (the "Registration Statement"), 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.
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/ TARAS R. PROCZKO
Taras R. Proczko
Assistant General Counsel
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 14, 1997, which
appears on page 15 of the Annual Report on Form 10-K of
Hartmarx Corporation for the year ended November 30, 1996. We
also consent to the reference to us under the heading
"Experts" in the related Prospectus. We also consent to the
incorporation by reference in this Registration Statement of
our report dated June 20, 1997, which appears on page 1 of
Form 10-K/A Amendment No. 1 to the above described Form 10-K
filed on June 26, 1997.
PRICE WATERHOUSE LLP
/s/ Price Waterhouse LLP
Chicago, Illinois
June 30, 1997
EXHIBIT 24
POWER OF ATTORNEY
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 JAMES E. CONDON, GLENN
R. MORGAN, TARAS R. PROCZKO and ANDREW A. ZAHR, or any of them, his
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 5th day of June, 1997.
/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/ Samawal A. Bakhsh /s/ Michael B. Rohlfs
------------------------------ --------------------------------
SAMAWAL A. BAKHSH, Director MICHAEL B. ROHLFS, Director
/s/ Jeffrey A. Cole /s/ Stuart L. Scott
------------------------------ --------------------------------
JEFFREY A. COLE, Director STUART L. SCOTT, Director
/s/ Raymond F. Farley /s/ Glenn R. Morgan
------------------------------ --------------------------------
RAYMOND F. FARLEY, Director GLENN R. MORGAN
Executive Vice President,
Chief Financial Officer
/s/ Donald P. Jacobs (Principal Financial Officer)
------------------------------ --------------------------------
DONALD P. JACOBS, Director
/s/ Andrew A. Zahr
--------------------------------
ANDREW A. ZAHR
Controller
(Principal Accounting Officer)
