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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)
1998 INCENTIVE STOCK PLAN
(Full Title of the Plan)
FREDERICK G. WOHLSCHLAEGER
Senior 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
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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
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Common Stock
$2.50 Par Value 1,675,000 $ 4.59 $7,688,250.00 $2,137.33
- --------------------------------------------------------------------------------
/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 Plan 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 March 24, 1999.
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 Plan described herein.
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PURSUANT TO RULE 429, THE PROSPECTUS WHICH IS PART OF THIS REGISTRATION
STATEMENT WILL ALSO BE USED IN CONNECTION WITH SECURITIES REGISTERED PURSUANT TO
REGISTRATION STATEMENT NOS. 33-58653 AND 333-30549 COVERING 325,000 SHARES OF
COMMON STOCK OFFERED PURSUANT TO THE HARTMARX CORPORATION 1995 STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS.
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PROSPECTUS
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1995 Stock Plan for Non-Employee Hartmarx Corporation
Directors Common Stock
and $2.50 Par Value
1998 Incentive Stock Plan Including Stock Purchase Rights
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HARTMARX--
may grant awards to directors and to key employees, including:
. Directors of Hartmarx;
. Officers and Employees Hartmarx; and
. Officers and Employees of Hartmarx
subsidiaries.
The awards may be in the form of:
. Director Stock Options and Deferred Director Stock Awards, described on page
3;
. Employee Stock Options and Incentive Stock Options, described on page 6;
. Stock Appreciation Rights, described on page 6; and
. Restricted Stock Awards, described on
page 7.
Neither the SEC nor any state securities commission has approved or
disapproved these securities or determined if this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus is March [ ], 1999
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HARTMARX CORPORATION
101 North Wacker Drive
Chicago, Illinois 60606
Telephone: 312 372-6300
You should rely only on information in this document or information that we
have referred to in this document. No one else is authorized to provide
different information. In addition, this prospectus is not an offer to sell
securities in any state to any person where it may be unlawful to do so.
The information in this prospectus may have changed since the date this
prospectus was prepared. Do not assume that your receipt of this prospectus
means the information contained in this prospectus is current or unchanged.
Information About Hartmarx
Hartmarx files annual, quarterly and special reports, proxy statements, and
other information with the Securities and Exchange Commission (SEC). You may
obtain copies of all documents which Hartmarx files with the SEC at various SEC
offices, including:
Judiciary Plaza, Room 1024 Seven World Trade Center
450 Fifth Street, N.W. 13th Floor
Washington, D.C. 20549 New York, New York 10048
Northwestern Atrium Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661.
You may read and review the documents at those locations at no charge, and
you may also obtain copies at set rates at these locations and from the Public
Reference Section of the SEC, located at 450 Fifth Street, N.W., Washington,
D.C. 20549. For information about the operation of the Public Reference Room
call the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet site that contains reports, proxy and
information statements, and other information about Hartmarx. The SEC's
Internet address is: http://www.sec.gov.
Hartmarx common stock, $2.50 par value per share, is listed on and trades at
the New York Stock Exchange and the Chicago Stock Exchange. You may also
inspect copies of Hartmarx' SEC filings at:
New York Stock Exchange, Inc. Chicago Stock Exchange, Incorporated
20 Broad Street 440 South LaSalle Street
New York, New York 10005 Chicago, Illinois 60605
Hartmarx has filed registration statements on Form S-8 with the SEC covering
the common stock to be offered under the 1995 Stock Plan for Non-Employee
Directors and the 1998 Incentive Stock Plan. Those registration statements
contain information which is not contained in this prospectus. SEC rules permit
information in registration statements to be included as exhibits, and the
registration statements include the exhibits or references to other documents
where you can find the exhibits.
In this prospectus we refer to or explain documents, contracts or agreements
in a summary fashion. These references or summaries are not always complete,
and so, you should refer to the actual documents, contracts or agreements for a
more complete description of those documents, contracts or agreements.
<PAGE>
All information, documents or statements which are incorporated into this
prospectus by reference are considered to be modified or superseded by
(1) the statements and information contained in this prospectus, and
(2) statements and information contained in documents filed by Hartmarx with
the SEC after the date of this prospectus.
Only the statements and information, as modified or superseded, are a part
of this prospectus.
If you would like a copy of any document which is listed in the section
Where You Can Find More Information on page 11, please request the document
either by telephone or in writing, from:
Mrs. Kay C. Nalbach
Assistant Secretary
Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
Tel No. 312 372-6300
We will provide a copy of that document to you at no charge.
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TABLE OF CONTENTS
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Page No.
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The Plans.............................................................. 1
General Provisions Applicable to Both Plans.......................... 1
The 1995 Director Plan............................................... 2
Purpose and Administration......................................... 2
Awards............................................................. 3
Director Stock Options........................................... 3
Director Deferred Stock Awards................................... 3
Exercise........................................................... 4
Transfer of Awards................................................. 4
Amendment.......................................................... 4
Tax Consequences................................................... 4
The 1998 Plan........................................................ 5
Purpose and Administration......................................... 5
Awards............................................................. 6
Employee Stock Options and Incentive Stock Options............... 6
Stock Appreciation Rights........................................ 6
Restricted Stock Awards.......................................... 7
Exercise........................................................... 7
Dividends and Payment of Awards.................................... 7
Transfers of Options and Awards.................................... 8
Amendment and Termination.......................................... 8
Tax Consequences................................................... 8
Stock Purchase Rights.................................................. 10
Where You Can Find More Information.................................... 11
Legal Opinions; Experts................................................ 11
Indemnification of Directors and Officers.............................. 11
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The Plans
General Provisions Applicable to Both Plans
Hartmarx has five stock options plans in effect. Those plans are:
(1) 1985 Stock Option Plan;
(2) 1988 Stock Option Plan;
(3) 1995 Incentive Stock Plan;
(4) 1995 Stock Plan for Non-Employee Directors; and
(5) 1998 Incentive Stock Plan.
For convenience, we sometimes refer to all of these plans as the Plans.
Options have been awarded and remain outstanding under the Plans.
This prospectus covers only the 1995 Director Plan and the 1998 Plan.
All shares covered by grants and awards under the 1985 Plan, the 1988 Plan
and the 1995 Incentive Stock Plan which terminate, lapse or are forfeit will be
added to the total number of shares available under the 1998 Plan. No
additional grants or awards will be made under any of the 1985, 1988 or 1995
Incentive Stock plans.
Every award recipient under any of the Plans receives an agreement which
contains the applicable terms, conditions and limitations. These terms,
conditions and limitations include:
. The number of shares awarded as Employee Stock Options or Director Stock
Options;
. The number of shares awarded as Restricted Stock Awards;
. The per share option exercise price for the Employee Stock Option or
Director Stock Option;
. When you may exercise the option;
. How much time you have before the option expires and is no longer
exercisable by you;
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. The conditions which must occur for Restricted Stock Awards to vest--that
means, when the Restricted Stock is fully and irrevocably owned by you;
. What happens in the event that your employment ends; and
. Any rights that Hartmarx may have to change or cancel the award.
Generally, once you have acquired shares under the Plans, there are no
restrictions on your sale of these shares. Hartmarx may require you to deliver
a written statement confirming that you have acquired the shares for investment
purposes and that you do not intend to re-sell those shares.
Under Rule 405 of the Securities Act, you are considered an "affiliate" of
Hartmarx if you, directly or indirectly,
(1) control, or
(2) are controlled by, or
(3) are under common control with
Hartmarx.
If you are an "affiliate" of Hartmarx, you, anyone to whom you give the
stock as a gift, and your family members, trusts, estates and other entities,
may sell the stock acquired through options, Stock Appreciation Rights or
Restricted Stock Awards only if the stock has been registered under the
Securities Act or if there is an available exemption.
Also, if you are a director, executive officer or a ten percent stockholder,
you may be required to pay to Hartmarx any "profit" which you make on a
purchase or sale of Hartmarx stock within a six-month period before or after
you exercise your options. Profit is calculated by matching any option or Stock
Appreciation Rights exercise with any purchase or sale of shares of stock you
make within a six-month period before or after you exercise your options.
Section 16(b) of the Securities Exchange Act governs the conditions of these
restricted purchase and sale transactions and the calculation of your profit
from these transactions.
Section 16(b) and the Section 16 rules covering the purchase and sale of
stock by directors, officers and ten percent stockholders are very complicated.
If you have any questions about any of your option, Stock Appreciation Right,
Restricted Stock Award, Deferred Stock Award or stock purchase and sale
transactions, you should consult with an attorney before purchasing or selling
any shares under the 1995 Director Plan or the 1998 Plan.
The terms of an award may permit you to deliver shares of common stock to
Hartmarx or allow Hartmarx to holdback shares of common stock from an award in
an amount necessary to pay your tax withholding obligations. No shares will be
issued or delivered to you until the option exercise price has been paid and
until you and Hartmarx have complied with all applicable Federal and state
laws.
The grant of an option, Stock Appreciation Rights, Restricted Stock Award or
Deferred Stock Award does not give you any rights as a stockholder until the
shares covered by the award are actually issued to you.
All monies paid to Hartmarx from the sale of shares of common stock upon
exercise of options are added to the general funds of Hartmarx and will be used
for general corporate purposes.
The 1995 Director Plan
Purpose and Administration
The purpose of the 1995 Director Plan is to give non-employee directors an
opportunity to acquire an ownership interest in Hartmarx. The 1995 Director
Plan provides an incentive for non-employee directors to give the effort
necessary for the continued success and growth of Hartmarx and its
subsidiaries. In addition, the opportunity to acquire Hartmarx common stock
will help Hartmarx attract highly qualified individuals to serve on the Board
and to devote the time necessary to participate actively in the work of the
Board.
No discretionary action or decision-making is required under the 1995
Director Plan. It is a self-administered plan, intended to meet the
requirements of Rule 16b-3 under the Securities Exchange Act. The eligible
participants, amounts of awards and timing of the awards are all contained in
the terms of the 1995 Director Plan.
If questions arise, or if some decision about the 1995 Director Plan is
required, those decisions will be made by Board members who are not eligible to
receive awards under the 1995 Director Plan.
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The total number of shares of common stock available for awards under the
1995 Director Plan is 325,000 shares. Shares covered by grants and awards under
the 1995 Director Plan which terminate, lapse or are forfeit are not cancelled.
These shares remain available for future Director Stock Option and Deferred
Stock awards.
If a director delivers shares of common stock to Hartmarx, either actually
or by attestation, as full or partial payment of the option exercise price of
any award, the number of shares delivered are added to the total number of
shares available for awards under the plan and increase the number of shares
available under the 1995 Director Plan.
Awards
Under the 1995 Director Plan, Hartmarx may grant to Outside Directors--
directors who are neither employees nor officers of Hartmarx:
. Director Stock Options, and
. Director Deferred Stock Awards.
Director Stock Options
Director Stock Options are the same as stock options granted to officers and
employees, generally, except that Director Stock Options are granted only to
Outside Directors. On each date that a director is elected to the Board by
stockholder vote, that director receives an option to purchase a specified
number of shares of common stock at a fixed price. The number of shares of
common stock covered by Director Stock Options is calculated according to the
following formula:
Annual Retainer Fee
Fair Market Value of Stock on Date of Election
but the award will always be for at least 1,000 shares.
Fair Market Value is the average of the high and low prices of a share of
common stock on the date the award is granted, as reported in The Wall Street
Journal or similar readily available public source. If there have been no
trades of shares on that date, then the average price of a share for the
preceding day on which shares were traded will be used to determine Fair Market
Value.
Also, on each date of election to the Board, each Outside Director may
choose to receive an additional Director Stock Option instead of the Annual
Retainer Fee. The number of shares covered by this additional Director Stock
Option is calculated according to the following formula:
Unpaid Retainer Amount
Fair Market Value of Stock minus $1.00
and the option exercise price for this additional Director Stock Option is
$1.00 per share.
Director Stock Options with a $1.00 per share exercise price are intended to
provide additional compensation to Outside Directors. When these additional
Director Stock options are exercised, a director receives compensation equal to
the unpaid Annual Retainer Fee, plus or minus any increase or decrease in the
market price of the common stock at the exercise date.
If Hartmarx declares a dividend applicable to all shares if its common
stock, shares covered by Director Stock Options outstanding may earn dividend
equivalents equal to the cash dividend or cash value of other property that the
Outside Director would have received had these Director Stock Option shares
been outstanding on the dividend record date.
Director Deferred Stock Awards
Deferred Stock Awards are credits of share units to a deferred stock account
established for each Outside Director. Each unit equals the value of one share
of common stock.
Deferred Stock Award Units are granted on each date of election to the
Board. The number of Deferred Stock Award Units granted to each director is the
nearest number of whole Units calculated according to the following formula:
Annual Retainer Fee
Fair Market Value of Stock on Date of Election
Deferred Stock Awards earn dividend equivalents in the same way as Director
Stock Options, but the dividend equivalents are credited to the director's
account as additional units. Deferred Stock Award Units are paid in whole
shares of common stock. Partial units are paid in cash. Payments are made to a
director when the director dies, becomes disabled, or stops serving on the
Board.
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Exercise
You may exercise Director Stock Options granted under the 1995 Director Plan
six months after the options have been granted to you. You exercise the option
by sending Hartmarx written notice of your exercise. You should send the notice
to Hartmarx' principal office and you should address the notice to the
Corporate Secretary. The notice should specify the number of shares covered by
the option being exercised. The notice must include payment of the full
purchase price of any shares you intend to purchase plus any taxes that may be
due. You may pay the option exercise price in any of the following ways:
(1) In cash;
(2) By delivering shares of common stock which you already own which have a
cash value equal to the exercise price;
(3) A combination of cash and shares;
(4) Authorizing a third party to sell the shares, or a sufficient number of
shares, acquired by exercise of a Director Stock Option, instructing the third
party to pay to Hartmarx a sufficient amount of the sale proceeds to pay for
all the shares acquired and to pay any tax withholding obligations resulting
from the exercise;
(5) any combination of above; or
(6) any other method permitted by Hartmarx.
Transfer of Awards
If the award document permits, you can transfer or assign your award, but
you may not transfer awards for cash or for anything of value. You may transfer
awards:
(1) by gift to a family member or anyone sharing your household, but not to
employees or tenants;
(2) by gift to a trust or foundation in which you or your family members
have more than 50% of the beneficial interest or control the management of
assets;
(3) under a domestic relations order in settlement of marital property
rights, even if the transfer is in exchange for value; or
(4) to any entity, including a family trust or partnership, in which more
than 50% of the voting interests are owned by family members, even if the
transfer is in exchange for an interest in the entity.
You may also transfer awards under your will or by the laws of descent and
distribution. However, any award which you transfer remains subject to all of
the terms, conditions and limitations contained in the award document.
Amendment
The Board may suspend or amend the 1995 Director Plan if the Board
determines that it would be in the best interests of Hartmarx and its
stockholders to do so, except that:
(1) no amendment will affect any of your rights under any outstanding
Director Stock Option or Deferred Stock Award without your consent; and
(2) the 1995 Director Plan may not be amended more than once every six
months, and only as permitted by SEC rules.
The term of the 1995 Director Plan is indefinite; it does not expire or lapse
on a specific date.
Tax Consequences
To understand the tax treatment of the awards under the 1995 Director Plan
you will need to know the following terms:
Basis--the tax cost of shares for purposes of determining gain and loss on a
sale or other disposition or transfer of shares.
Holding Period--the period of time that a share is considered owned to
determine whether capital gain or loss on the sale or other disposition of the
share is long term or short term.
Long Term Capital Gains--gains on sale of shares held for more than one
year. Long Term Capital Gains are taxed at a lower tax rate than short term
capital gains and ordinary income.
Director Stock Options: Under the present Tax Code, no tax is imposed on
you, and no deduction is available to Hartmarx, when a Director Stock Option is
granted. When you purchase shares of stock by paying the option exercise price
of a Director Stock Option, generally, you will receive income equal to the
amount by which the fair market value of the stock exceeds the purchase price,
and Hartmarx will be entitled to a deduction in an equal amount. Your Basis is
the fair market value of the shares which you purchased and your Holding Period
begins on the date of exercise.
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Dividend equivalents will also be treated as income when paid to you and
Hartmarx will be able to take a deduction at that time in an equal amount.
If you exercise Director Stock Options and pay the purchase price by
delivering shares of common stock, no amount will be includable in your gross
income for the number of shares you purchase up to the number of shares which
you deliver as payment of the purchase price. Your Basis in the shares which
you purchase will be the same as your Basis in the shares you deliver as
payment. Your Holding Period for the purchased shares will include the period
of time which you held the delivered shares. The fair market value of any
shares you purchase which is greater than the number of shares which you use
as payment, will be includable in your income and your Holding Period for
these shares will begin on the exercise date. The amount you include in income
will become your Basis for these shares.
If you transfer a Director Stock Option by gift, the value of the option on
the date of the gift will be used to determine your gift tax liability. When
the person to whom you give the options, a child, family member, family trust
or family partnership, exercises the option, you will recognize income for the
excess of the fair market value of the shares over the option exercise price
and Hartmarx will be entitled to a deduction in an equal amount. The donee's
Basis in the shares purchased will be the same as described in the immediately
preceding paragraph.
Deferred Stock Awards: Under the current Tax Code, the tax on Deferred
Stock Awards and earned dividend equivalents is delayed until you actually
receive a distribution of your deferred stock account. At that time, the fair
market value of your deferred stock account will be treated as income to you
and Hartmarx will be entitled to a deduction in an equal amount.
Tax laws and regulations are very complicated and you should consult with
competent tax experts to determine the tax effects that may apply to your
particular situation as a result of your exercise or transfer of a Director
Stock Option, the sale or other transfer of shares which you acquire, or your
receipt of Deferred Stock Awards and related dividend equivalents.
The 1998 Plan
Purpose and Administration
The purpose of the 1998 Plan is to promote the interests of Hartmarx and
its stockholders by giving key employees of Hartmarx and its subsidiaries an
opportunity to purchase Hartmarx common stock. In this way, Hartmarx believes
that employees will be motivated to do their best for the continued success
and growth of Hartmarx.
The Compensation and Stock Option Committee of the Board of Directors
administers the 1998 Plan. The Committee consists of at least two members of
the Board who are not officers or employees of Hartmarx and who are
"independent" or "outside" directors as required by Rule 16b-3 under the
Securities Exchange Act, and by Section 162(m) of the Tax Code. The members of
the Committee are appointed annually and serve for one year or until their
successors are qualified.
At the present time, the members of the Committee are Raymond F. Farley,
Chairman, Jeffrey A. Cole, Donald P. Jacobs and Stuart L. Scott. The mailing
address of the Committee is the same address as the principal office of
Hartmarx:
Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
The Committee has the exclusive right and power to make all interpretations
and decisions regarding the 1998 Plan and to make rules, regulations and
guidelines which it determines are necessary or proper to administer the 1998
Plan. These powers include:
.selecting award recipients;
.establishing all award terms and conditions;
.amending award terms and conditions; and
. adopting procedures and rules governing awards.
Generally, you need not sign any award or other agreement, but by accepting
an award, you agree to all of the terms and conditions of the award.
The total number of shares of common stock subject to options, Stock
Appreciation Rights and Restricted Stock Awards which may be issued under
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the 1998 Plan is 1,675,000 shares. Of those 1,675,000 shares, the Committee may
grant up to 500,000 shares as Restricted Stock Awards.
No single person may receive awards for more than 500,000 shares during any
consecutive three year period. The Committee may grant Incentive Stock Options
under the 1998 Plan, but the total number of shares granted as Incentive Stock
Options may not exceed 1,000,000.
Shares delivered by you to Hartmarx, either actually or by attestation, as
full or partial payment of the option exercise price of any award, are added to
the total number of shares available under the 1998 Plan and increase the
number of shares available for future awards.
Awards
Under the 1998 Plan, the Committee may grant the following types of awards:
. Employee Stock Options;
. Incentive Stock Options;
. Stock Appreciation Rights; and
. Restricted Stock Awards.
These awards may be granted alone or in combination with other awards.
Employee Stock Options and Incentive Stock Options
Employee Stock Options and Incentive Stock Options are, generally, the same,
but tax laws treat Incentive Stock Options and the shares of stock received by
exercising Incentive Stock Options in a different way. Employee Stock Options
may be awarded as Incentive Stock Options, as defined in Section 422 of the Tax
Code. In most cases, the Tax Code limits the dollar amount of the fair market
value of Incentive Stock Options which become exercisable by an employee during
any calendar year. That limitation is presently $100,000.
The purchase price for each share of stock subject to an Employee Stock
Option or Incentive Stock Option must equal at least 100 percent of the Fair
Market Value of a share of stock on the date that the option is granted.
Fair Market Value is the average of the high and low prices of a share of
common stock on the date the award is granted; as reported in The Wall Street
Journal or similar readily available public source. If there have been no
trades of shares on that date, then the average price of a share for the
preceding day on which shares were traded will be used to determine Fair Market
Value.
The Committee has the power to grant stock options that automatically
provide for the grant of a replacement stock option if the exercise price for
the option is paid in the form of common stock.
Stock Appreciation Rights
The Committee may grant Employee Stock Options which include Stock
Appreciation Rights. Stock Appreciation Rights permit the award recipient to
exercise the Employee Stock Option up to a specified number of shares or
receive a cash payment equal to the increase in market price from the date of
grant to the date the option is exercised for all or part of the shares covered
by the award.
The Committee may also award Stock Appreciation Rights which give the award
recipient the right to elect to receive a combination of shares and cash at the
time the recipient exercises the option. In this situation, the award recipient
would have the right to receive a payment equal to the difference in the market
value of the stock and the exercise price of the option which was set at the
date the award was granted. The amounts payable in the form of stock or in cash
are set by the Committee on the date of the award, but the cash portion of the
payment cannot be more than one-half of the total increase in the market price
of the stock. A recipient of a Stock Appreciation Right may choose to purchase
all or any part of the shares covered by the award and not receive any cash or
share payments.
Payments to employees who receive Stock Appreciation Rights may be in the
form of cash, shares or a combination of both. The payment is equal to the
amount of the increase in the fair market value of the specified number of
shares on the date of exercise over the fair market value of the shares on the
date of the award. Any Stock Appreciation Rights granted retroactively,
together with or instead of a stock option, will be granted at a price which is
no lower than the fair market value of the original stock option.
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Restricted Stock Awards
Restricted Stock Awards are granted for a specified number of shares or
units which have the same value as shares. Recipients of Restricted Stock
Awards obtain full ownership of the stock covered by the awards when specific
conditions are met or when specific events occur. These conditions and events
include:
.achievement of specified performance goals;
.continued employment; or
. other events or conditions as the Committee determines are appropriate at
the time the Restricted Stock Award is granted.
A recipient of a Restricted Stock Award may receive dividends on the shares
covered by the Restricted Stock Award if the Committee determines this is
appropriate.
If the terms and conditions of the Restricted Stock Award are not fully
satisfied before an employee terminates employment for any reason except death,
disability or retirement, all or a portion of the shares and unpaid dividends
covered by the Restricted Stock Award will be forfeited, and all forfeited
shares will be available for future awards. However, the Committee has the
right to decide whether or not the award should be forfeited.
Exercise
If you have received a stock option or Stock Appreciation Rights under the
1998 Plan, you may exercise the award by sending Hartmarx written notice of
your exercise. You should send this notice to Hartmarx' principal office
addressed to the Corporate Secretary, and you should specify the number of
shares covered by the option or Stock Appreciation Rights being exercised. You
must include payment of the full purchase price of any shares you intend to
purchase plus any taxes that may be due. You may pay the option exercise price
in any of the following ways:
(1) In cash;
(2) By delivering shares of common stock which you already own which have a
cash value equal to the exercise price;
(3) A combination of cash and shares;
(4) Authorizing a third party to sell the shares, or a sufficient number of
shares, acquired by exercise of an Employee Stock Option or Incentive Stock
Option, instructing the third party to pay to Hartmarx a sufficient amount of
the sale proceeds to pay for all the shares acquired and to pay any tax
withholding obligations resulting from the exercise;
(5) any combination of above; or
(6) any other method permitted by Hartmarx.
During your lifetime, unless you have transferred an award, only you may
exercise an option or Stock Appreciation Right granted to you. Also, you may
only exercise the award:
(1) while you are an employee of Hartmarx or of a parent or subsidiary of
Hartmarx, and
(2) if you have been continuously employed by Hartmarx or by a parent or
subsidiary of Hartmarx since the date the Employee Stock Option or Stock
Appreciation Right was granted to you.
However, 1998 Plan rules may allow the exercise of an option or Stock
Appreciation Right by your executor or your estate after your death, upon a
disability, or after termination of employment.
If you are transferred from the parent company or a subsidiary to another
subsidiary or to the parent company, your employment will be considered to be
continuous and your transfer will not be a termination of employment under the
1998 Plan.
If you are granted a leave of absence and the leave is approved by the
Committee, the leave of absence will not be considered a termination under the
1998 Plan.
In any case, neither you, any executor nor anyone to whom you transfer the
option or Stock Appreciation Right is permitted to exercise the option or Stock
Appreciation Right after the expiration date.
Dividends and Payment of Awards
The Committee may provide that any awards under the 1998 Plan earn dividends
or dividend equivalents. Hartmarx may pay dividends or dividend equivalents to
you currently or Hartmarx may credit those payments to an account for you. The
Committee may put conditions or restrictions on Hartmarx' payment and your
receipt of the dividend payments. The Committee also has the power to require
that you reinvest the dividends in additional shares of common stock or in
share equivalents.
7
<PAGE>
Awards and dividends earned under any awards may be paid to you in the form
of;
.cash;
.shares;
.other awards; or
. or in any combination of cash, shares or awards;
all as the Committee determines and with restrictions and limitations as the
Committee considers appropriate.
The Committee may require or permit you to delay your receipt of shares of
stock or delay your receipt of cash payments of awards.
Transfers of Options and Awards
Generally, you may not transfer options and awards. The Committee may allow
you to transfer or assign options and awards granted to you. If the Committee
chooses to allow transfers, the award document will contain the conditions and
limitations applicable to a transfer or assignment. You may not transfer or
assign any awards for cash or for anything of value. You may transfer or assign
awards:
(1) by gift to a family member or anyone sharing your household, but not
employees or tenants;
(2) by gift to a trust or foundation in which you or your family members
have more than 50% of the beneficial interest or control the management of
assets;
(3) under a domestic relations order in settlement of marital property
rights, even if the transfer is in exchange for value; or
(4) to any entity, including a family partnership or trust, in which more
than 50% of the voting interests are owned by family members, even if the
transfer is in exchange for an interest in the entity.
You may also transfer awards under your will or by the laws of descent and
distribution. Any award which you transfer remains subject to all of the terms,
conditions and limitations contained in the award document.
Amendment and Termination
The Committee has the power to amend, suspend or terminate the 1998 Plan,
and may amend the 1998 Plan as necessary to comply with Section 16(b) of the
Securities Exchange Act. In addition, stockholder approval of any amendments of
the 1998 Plan will be required only if Rule 16b-3 under the Securities Exchange
Act requires stockholder approval.
The Committee may not amend, suspend or terminate the 1998 Plan if:
(1) the amendment, suspension or termination affects any of your rights
under any outstanding option, Restricted Stock Award or Stock Appreciation
Right without your consent;
(2) the amendment extends the time period during which any you may exercise
any award;
(3) the amendment decreases the option exercise price to less than Fair
Market Value on the date the option was granted; or
(4) the amendment materially increases the number of shares available under
the 1998 Plan.
The term of the 1998 Plan is indefinite; it does not expire or lapse on a
specific date.
Tax Consequences
The tax effect of each award depends on whether the award is an Employee
Stock Option, an Incentive Stock Option, a Stock Appreciation Right or a
Restricted Stock Award. Each type of award is discussed under separate headings
below. You should refer to the definition of tax terms provided on page 4 of
this prospectus under the caption Tax Consequences in the 1995 Directors Plan
section.
Employee Stock Options: Under the present Tax Code, no tax is imposed on you
and no deduction is available to Hartmarx, when an Employee Stock Option is
granted. When you purchase shares of stock by paying the exercise price of an
Employee Stock Option, generally, the amount by which the fair market value of
the stock on that date exceeds the purchase price will be income to you and
Hartmarx will be entitled to a deduction in an equal amount. Your Basis is the
fair market value of the shares which you purchased and your Holding Period
begins on the date of exercise.
If you exercise Employee Stock Options and pay the purchase price by
delivering shares, no amount will be includable in your income for the number
of shares you purchase up to the number of
8
<PAGE>
shares you deliver as payment of the purchase price. Your Basis in the shares
you purchase will be the same as your Basis in the shares you deliver as
payment. Your Holding Period will include the period you held the shares used
as payment of the purchase price. The fair market value of any shares you
purchase in excess of the number of shares which you use as payment, will be
includable in your income and your Holding Period for these shares will begin
on the exercise date. The amount you include in income will become your Basis
for these shares.
If you transfer an Employee Stock Option by gift, the value of the option at
the date of the gift will be used to determine your gift tax liability. When
the person to whom you gave the options, a child, family member, family trust
or family partnership, exercises the option, you will recognize income in an
amount equal to the excess of the fair market value of the shares over the
option exercise price and Hartmarx will be entitled to a deduction. The donee's
Basis in the shares purchased will be the same as described in the immediately
preceding paragraph.
Incentive Stock Options: Under the present Tax Code, no income is recognized
by you on either the grant date or the exercise date of an Incentive Stock
Option and no deduction is available to Hartmarx. Any sale of these shares will
result in capital gain income in an amount equal to sales proceeds minus your
Basis in the option shares. This tax treatment is only available if you meet
two requirements:
(1) you must be an employee of Hartmarx or one of its subsidiaries within
three months before the date of exercise, or within one year if you are
disabled, and
(2) you must not sell the shares for a minimum period of two years from the
date of grant nor one year from the date of exercise.
If your estate exercises an Incentive Stock Option upon or after your death,
the two rules mentioned above do not apply.
Under proposed regulations issued by the IRS, if you use shares to pay the
exercise price of an Incentive Stock Option, you will recognize no income and
the Basis of the shares you purchase, up to the number of shares you deliver as
payment of the purchase price, will be the same. Your Basis for any additional
shares you purchase will be zero.
The exercise of an Incentive Stock Option also creates what is called a Tax
Preference Item for Alternative Minimum Tax purposes. Alternative Minimum Tax
is an extremely complex computation and beyond the scope of this discussion.
You should consult with a tax expert to see if any of the Alterative Minimum
Tax rules apply to you.
Stock Appreciation Rights: No tax is imposed on you and no deduction is
available to Hartmarx on the award of Stock Appreciation Rights. Upon exercise
of the related Employee Stock Option, you will recognize income for the
difference between the fair market value of the shares and the exercise price
for any cash or the fair market value of shares you receive under the award.
Hartmarx will receive a deduction in an equal amount.
Restricted Stock Awards: Ownership of shares covered by Restricted Stock
Awards granted under the 1998 Plan will be subject to a "substantial risk of
forfeiture." Under the Tax Code, this means that the shares will not be
considered as paid to you, and will not be considered income to you until the
risk of forfeiture of the award has lapsed.
You will be treated as receiving income and, if the $1 million compensation
limitations of Section 162(m) of the Tax Code do not apply, Hartmarx will be
entitled to a deduction equal to the fair market value of the shares on the
date the restrictions lapse, that is the date on which you irrevocably own the
shares. Any payments to you for dividends otherwise payable on shares still
subject to restrictions will also be treated as income and a corresponding
deduction will be available to Hartmarx.
Your Basis in the shares will be equal to the income you recognize on the
date the restrictions lapse. Your Holding Period for determining Short or Long
Term Capital Gain begins on the date the restrictions lapse.
Within 30 days after the date of the award, you may elect to include the
value of a Restricted Stock Award in your income as of the date of the award.
If you make this election the value of the Restricted Stock Award will be
taxable to you in the year that you make the election and a corresponding
deduction will be available to Hartmarx. In this event, any payments to you for
dividends will not be
9
<PAGE>
deductible by Hartmarx. Your Basis in the shares will be equal to the amount
of income you recognize on making the election and your Holding Period begins
with the date of the award.
Tax laws and regulations are very complicated and you should consult with
competent tax experts to determine the tax effects that may apply to your
particular situation as a result of your exercise or transfer of an Employee
Stock Option, Incentive Stock Option, Stock Appreciation Rights, or the
vesting of Restricted Stock Awards, and any sale or other transfer shares of
which you acquire.
Stock Purchase Rights
On December 6, 1995, the Board declared a dividend of one right (Right) for
each outstanding share of Hartmarx common stock. The dividend was paid on
January 31, 1996, to stockholders of record at the close of business on that
date (Record Date). The Board also authorized the issuance of one Right for
each share of common stock issued after the Record Date and before the
earliest of:
(1) the Distribution Date,
(2) redemption of the Rights, or
(3) January 31, 2006 (the Expiration Date).
Each Right entitles the registered holder to purchase from Hartmarx
1/1000th of a share of Series A Junior Participating Preferred Stock of
Hartmarx, at a purchase price of $25 per Right. A full description of all of
the terms of the Rights are contained in a Rights Agreement, dated as of
December 6, 1995, between Hartmarx and First Chicago Trust Company of New
York, as Rights Agent.
Separate certificates for Rights will not be distributed and the Rights
will not be exercisable, unless and until, among other things, a person or
group
(A) acquires 15 percent or more of Hartmarx common stock, or
(B) announces an offer that could result in acquiring 15 percent or more,
of Hartmarx common stock.
Following an acquisition of 15 percent or more of Hartmarx common stock,
each Right holder, but not the person who acquired the 15 percent or more, has
the right to receive, upon exercise:
(1) common stock having a market value of twice the then-current Purchase
Price, or, in some cases,
(2) cash, property or other Hartmarx securities,
unless the 15 percent or more stockholder has offered to purchase all of the
outstanding shares of Hartmarx on terms that a majority of the independent
directors of Hartmarx have determined to be fair and in the best interest of
Hartmarx and its stockholders.
Similarly, unless specific conditions are met,
(1) if Hartmarx engages in a merger or other business combination following
the purchase of 15% or more of its common stock where Hartmarx is not the
surviving corporation, or
(2) where as a result of the merger or combination, Hartmarx survives with
a change or exchange of its common stock, or
(3) if 50 percent or more of its assets, earning power or cash flow is sold
or transferred,
then, in any of these events, the Rights will become exercisable for stock of
the acquiror having a market value of twice the then-current Purchase Price,
or, in some cases, cash or property.
The Rights are not exercisable, however, until Hartmarx' right to redeem
the Rights has expired.
Hartmarx may purchase all of the Rights, but not less than all of the
Rights, at a price of $.01 per Right, subject to adjustment at any time before
the earliest of
(1) ten days after the acquisition of 15% or more of Hartmarx common stock;
or
(2) the Expiration Date,
Hartmarx has this right only in some cases and only with the support of a
majority of the directors not affiliated with the 15% purchaser.
Hartmarx, at its option, may pay the redemption purchase price in cash,
shares of common stock, valued at the market price at the time of redemption,
or any other form of payment which the Board of Hartmarx determines is
appropriate. Immediately upon the Board's election to redeem the Rights, the
right to exercise the Rights will terminate and the only rights which any of
the Rights holders have will be to receive payment of the redemption purchase
price.
10
<PAGE>
Until the rights are exercised, a Right holder has no rights as a
stockholder of Hartmarx, and has no right to vote or to receive dividends or
distributions.
A copy of the 1995 Rights Agreement was filed with the SEC on December 29,
1995, as an exhibit to Hartmarx' Current Report on Form 8-K, and is
incorporated into this prospectus by reference. Because this is a summary, it
is not a complete description of the terms governing the Rights. For a complete
description of all of the terms of the Rights, you should carefully read the
complete 1995 Rights Agreement.
Where You Can Find More Information
The following documents filed with the SEC are incorporated into this
prospectus:
(A) Hartmarx' Annual Report on Form 10-K for the fiscal year ended November
30, 1998;
(B) Hartmarx' Form 10-K/A Amendment No. 1 to Annual Report on Form 10-K for
the year ended November 30, 1997, filed on June 29, 1998; and
(C) Registration Statement on Form 8-A, as filed with the SEC on January 29,
1996.
The common stock and Rights are registered under Section 12 of the Securities
Exchange Act. The descriptions of the common stock and the Rights are contained
in a Form 8-B Registration Statement, filed with the SEC and effective July 14,
1983, and in a Form 8-A Registration Statement, filed with the SEC and
effective January 29, 1996. These documents are also incorporated into this
prospectus.
In addition, all other documents filed by Hartmarx with the SEC under the
Securities Exchange Act after the date of this prospectus and before the
termination of the offering of the securities offered by this prospectus are
also incorporated into this prospectus by reference.
Legal Opinions; Experts
The validity of the issuance of the shares of common stock, and the Rights
which apply to these shares, offered by this prospectus have been reviewed from
a legal perspective for Hartmarx by Frederick G. Wohlschlaeger, Senior Vice
President, General Counsel and Secretary of Hartmarx. As of March [ ], 1999,
Mr. Wohlschlaeger holds options to purchase 43,000 shares of common stock.
Indemnification of Directors and Officers
The provisions of the General Corporation Law of the State of Delaware and
Hartmarx' Restated Certificate of Incorporation authorize Hartmarx to indemnify
any person who was, is or is threatened to be made a party to any action, suit
or proceeding because the person is or was a director, officer, employee or
agent of Hartmarx, or served another enterprise at the request of Hartmarx.
Hartmarx provides indemnification to these persons against expenses and
attorneys' fees, judgments, fines and amounts paid in settlement which these
persons actually and reasonably incur in connection with the action, suit or
proceeding if the person acted in good faith and in a manner reasonably
believed to be in the best interests of Hartmarx.
However, Hartmarx may not indemnify the person for any claim, issue or
matter for which the person has been determined to be liable to Hartmarx
unless, and only if, the Chancery Court of Delaware or the court where the
action or suit was brought has determined, at the request of Hartmarx or the
person seeking indemnification, that, despite the finding of liability but in
light of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for those expenses.
Hartmarx' Bylaws require Hartmarx to indemnify its directors and officers,
and to advance expenses and attorneys' fees to them, to the fullest extent
permitted by the Delaware law. Hartmarx has entered into Indemnification
Agreements, approved by its stockholders, with each member of its Board to
provide specific contractual assurance of indemnification, rights to advance
reimbursement of related expenses and other protections allowed under Delaware
law. Directors' rights under the Indemnification Agreements and directors' and
officers' rights to indemnification and advancement of expenses under the
Bylaws are in addition to other rights these persons may have available under
law, the Restated Certificate of Incorporation, the Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.
The Bylaws further provide that a person's right to indemnification may not
be reduced or
11
<PAGE>
limited by any later amendment to the Delaware Law or the Bylaws.
The Delaware law authorizes Hartmarx to purchase indemnification insurance.
Hartmarx currently maintains a policy of insurance covering its directors and
officers, and the directors and officers of its subsidiaries, with some
exceptions, against liabilities which may be incurred by these persons acting
in their capacities as officers or directors, as permitted by Section 145 of
the same Delaware law. This insurance may cover liabilities under the
Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Hartmarx under
these provisions, Hartmarx has been informed that, in the opinion of the SEC,
indemnification is against public policy as expressed in the Securities Act,
and is unenforceable.
12
<PAGE>
1998 INCENTIVE STOCK PLAN
-------------------------
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 Hartmarx Corporation (the "Company")
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 (the "Securities Exchange Act") (Exchange Act File No. 1-8501) are
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1998;
(b) The Company's Form 10-K/A Amendment No. 1 to Annual Report on Form
10-K for the year ended November 30, 1997, filed on June 29, 1998;
(c) The description of the Company's rights to purchase preferred stock
contained in the Company's Registration Statement on Form 8-A dated January 23,
1996; and
(d) The contents of Registration Statement Nos. 33-58653 and 333-30549
filed on April 17, 1995 and on July 1, 1997, respectively.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities 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 of this Registration Statement from the date of
filing of such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference into this Registration Statement shall be deemed to be
modified or
II-1
<PAGE>
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that is
also 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 have been passed upon for the
Company by Frederick G. Wohlschlaeger, Senior Vice President, General Counsel
and Secretary of the Company. As of the date of this Registration Statement,
Mr. Wohlschlaeger holds options covering 43,000 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 Company 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 Frederick G. Wohlschlaeger, Senior Vice President, General
Counsel and Secretary of the Company.
23-A. Consent of PricewaterhouseCoopers LLP.
23-B. Consent of Frederick G. Wohlschlaeger (included in Exhibit 5).
II-2
<PAGE>
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, 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 26th day of March, 1999.
HARTMARX CORPORATION
By: /s/ FREDERICK G. WOHLSCHLAEGER
-------------------------------------
Frederick G. Wohlschlaeger
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director, Chairman of
* the Board and Chief
- ------------------------------------- Executive Officer March 26, 1999
Elbert O. Hand (Principal Executive Officer)
Director, President and March 26, 1999
* Chief Operating Officer
- -------------------------------------
Homi B. Patel
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
Executive Vice President and
* Chief Financial Officer March 26, 1999
- ------------------------------------- (Principal Financial Officer)
Glenn R. Morgan
* Vice President and Controller March 26, 1999
- ------------------------------------- (Principal Accounting Officer)
Andrew A. Zahr
* Director March 26, 1999
- -------------------------------------
A. Robert Abboud
* Director March 26, 1999
- -------------------------------------
Samaual A.T. Bakhsh
* Director March 26, 1999
- -------------------------------------
Jeffrey A. Cole
* Director March 26, 1999
- -------------------------------------
Raymond F. Farley
* Director March 26, 1999
- -------------------------------------
Donald P. Jacobs
* Director March 26, 1999
- -------------------------------------
Charles Marshall
* Director March 26, 1999
- -------------------------------------
Michael B. Rohlfs
* Director March 26, 1999
- -------------------------------------
Stuart L. Scott
* Director March 26, 1999
- -------------------------------------
Ella D. Strubel
*By: s/ FREDERICK G. WOHLSCHLAEGER
---------------------------------------
Frederick G. Wohlschlaeger
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
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 Company 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 Frederick G. Wohlschlaeger, Senior Vice President, General
Counsel and Secretary of the Company.
23-A. Consent of PricewaterhouseCoopers LLP.
23-B. Consent of Frederick G. Wohlschlaeger (included in Exhibit 5).
24. Powers of Attorney
(1) File No. 1-8501
* Documents incorporated by reference
<PAGE>
EXHIBIT 5
LEGAL OPINION AND CONSENT OF FREDERICK G. WOHLSCHLAEGER
March 26, 1999
Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
Gentlemen:
As Senior Vice President, General Counsel and Secretary of Hartmarx
Corporation (the "Company"), I, and other attorneys in this office, have
participated with the Company and its officers in the preparation for filing
with the Securities and Exchange Commission (the "SEC") of a Registration
Statement on Form S-8 (the "Registration Statement") covering 1,675,000 shares
of the Company's common stock, $2.50 par value (the "Shares"), and the stock
purchase rights (the "Rights") attached to the Shares, for offering pursuant to
the 1998 Incentive Stock Plan (the "Plan"). In connection with the filing of
this Registration Statement, the rules and regulations of the SEC require my
opinion as Senior Vice President, General Counsel and Secretary of the Company,
on the matters set forth below.
In rendering this opinion, I, and other attorneys in this office working
under my supervision, have examined and relied upon originals or copies,
certified or otherwise, of the Restated Certificate of Incorporation and Bylaws
of the Company, each as amended to date, the Rights Agreement dated as of
December 6, 1995, between the Company and First Chicago Trust Company of New
York, as Rights Agent, the Plan, the Registration Statement, and such other
originals or copies of documents, records and instruments, including minutes of
meetings of the Board of Directors of the Company and Stockholders of the
Company, as we have deemed necessary or appropriate for the purposes of
rendering this opinion. In all of our examinations, we 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 copies of
documents.
I am admitted to the practice of law in the State of Illinois, and I
express no opinion as to the laws of any other jurisdiction other than the
General Corporation Law of the State of Delaware and the Federal laws of the
United States of America, but only to the extent specifically referred to
herein.
Based upon the foregoing, relying on the statements of facts contained in
the documents examined, and in my capacity as Senior Vice President, General
Counsel and Secretary of the Company, it is my opinion that:
(i) the Shares are duly authorized for issue; and
<PAGE>
Hartmarx Corporation
101 North Wacker Drive
March 26, 1999
(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 and in the
Registration Statement, and to the filing of this opinion with the SEC as an
Exhibit to such Registration Statement.
Very truly yours,
/s/ FREDERICK G. WOHLSCHLAEGER
Frederick G. Wohlschlaeger,
Senior Vice President, General
Counsel and Secretary
<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 20,
1999, which appears on page 16 of the Annual Report on Form 10-K of Hartmarx
Corporation for the year ended November 30, 1998. We also consent to the
incorporation by reference in this Registration Statement of our report dated
June 17, 1998, which appears on page 1 of Form 10-K/A Amendment No. 1 to the
Annual Report on Form 10-K for the year ended November 30, 1997, filed on June
29, 1998.
PRICEWATERHOUSECOOPERS LLP
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
March 26, 1999
<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 GLENN R. MORGAN, FREDERICK G. WOHLSCHLAEGER and ANDREW A. ZAHR, and
each 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 1998 Incentive Stock Plan, 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
20th day of January, 1999.
/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/ Michael B. Rohlfs
------------------------------- ---------------------------
A. ROBERT ABBOUD, Director MICHAEL B. ROHLFS, Director
/s/ Samaual A.T. Bakhsh /s/ Stuart L. Scott
------------------------------- ---------------------------
SAMAUAL A.T. BAKHSH, Director STUART L. SCOTT, Director
/s/ Jeffrey A. Cole /s/ Ella D. Strubel
------------------------------- ---------------------------
JEFFREY A. COLE, Director ELLA D. STRUBEL, Director
/s/ Raymond F. Farley /s/ Glenn R. Morgan
------------------------------- ---------------------------
RAYMOND F. FARLEY, Director GLENN R. MORGAN,
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
/s/ Donald P. Jacobs
-------------------------------
DONALD P. JACOBS, Director
/s/ Charles Marshall /s/ Andrew A. Zahr
------------------------------- ---------------------------
CHARLES MARSHALL, Director ANDREW A. ZAHR,
Vice President, Controller
(Principal Accounting Officer)
