<PAGE>
- --------------------------------------------------------------------------------
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)
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
<TABLE>
<CAPTION>
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/3/
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$2.50 Par Value 1,675,000 $4.59 $7,688,250.00 $2,137.33
- --------------------------------------------------------------------------------
</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 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 26, 1999.
/3/ The registration fee was paid in connection with the filing of the
Registration Statement on Form S-8, filed with the Commission on March 29, 1999,
File No. 333-75185
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.
<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 Quarterly Report on Form 10-Q for the fiscal quarter
ended February 28, 1999;
(c) 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;
(d) 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
(e) 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.
II-1
<PAGE>
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 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.
II-2
<PAGE>
23-B. Consent of Frederick G. Wohlschlaeger (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, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 13th day of April, 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.
Signature Title Date
--------- ----
Director, Chairman of
* the Board and Chief
- ------------------------- Executive Officer April 13, 1999
Elbert O. Hand (Principal Executive Officer)
Director, President and April 13, 1999
* Chief Operating Officer
- -------------------------
Homi B. Patel
II-3
<PAGE>
* Executive Vice President and
_________________________ Chief Financial Officer April 13, 1999
Glenn R. Morgan (Principal Financial Officer)
*
_________________________ Vice President and Controller April 13, 1999
Andrew A. Zahr (Principal Accounting Officer)
*
_________________________ Director April 13, 1999
A. Robert Abboud
*
_________________________ Director April 13, 1999
Samaual A.T. Bakhsh
*
_________________________ Director April 13, 1999
Jeffrey A. Cole
*
_________________________ Director April 13, 1999
Raymond F. Farley
*
_________________________ Director April 13, 1999
Donald P. Jacobs
*
_________________________ Director April 13, 1999
Charles Marshall
*
_________________________ Director April 13, 1999
Michael B. Rohlfs
*
_________________________ Director April 13, 1999
Stuart L. Scott
*
_________________________ Director April 13, 1999
Ella D. Strubel
*By: /s/ Frederick G. Wohlschlaeger
-------------------------------
Frederick G. Wohlschlaeger
Attorney-in-Fact
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
April 13, 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 Post-Effective
Amendment No. 1 to the 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
April 13, 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
2
<PAGE>
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 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
Post-Effective Amendment No. 1 to the 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
April 13, 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)
