As filed with the Securities and Exchange Commission on April 19, 1995
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
______________
S&K FAMOUS BRANDS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0845694
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P. O. Box 31800
11100 West Broad Street
Richmond, Virginia 23294-1800
(Address of principal executive offices) (Zip Code)
STOCK PURCHASE LOAN PLAN
(Full title of the plan)
Robert E. Knowles
Executive Vice President
S&K Famous Brands, Inc
P. O. Box 31800, 11100 West Broad Street
Richmond, Virginia 23294-1800
Telephone: (804) 346-2500
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Amount of
be Registered Registered Price Per Share (1) Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock 425,000 $7.00 $2,975,000 $1025.87
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
based, pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, on
the average of the high and low per share sales price of the registrant's Common
Stock as reported on the Nasdaq National Market on April 17, 1995.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the Securities
and Exchange Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-K (File No. 0-11682) for the
fiscal year ended January 28, 1995;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(c) the description of the Company's Common Stock appearing in its Form
8-A dated March 5, 1984 and filed with the Commission (File No. 0- 11682).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
The laws of the Commonwealth of Virginia pursuant to which the Company is
incorporated permit it to indemnify its officers and directors against certain
liabilities with the approval of its shareholders. The Articles of
Incorporation of the Company, which have been approved by its shareholders,
provide for the indemnification of each director and officer (including former
directors and officers and each person who may have served at the request of the
Company as a director or officer of any other legal entity and, in all cases,
his heirs, executors and administrators) against liabilities (including
expenses) reasonably incurred by him in connection with any actual or threatened
action, suit or proceeding to which he may be made a party by reason of his
being or having been a director or officer of the Company, except in relation to
any action, suit or proceeding in which he has been adjudged liable because of
willful misconduct or a knowing violation of the criminal law.
The Company has purchased directors' and officers' liability policies.
Within the limits of their coverage, the policies insure (1) the directors and
officers of the Company against certain losses resulting from claims against
them in their capacities as directors and officers to the extent that such
losses are not indemnified by the Company and (2) the Company to the extent that
it indemnifies such directors and officers for losses as permitted under the
laws of Virginia.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post- effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration or any material change
to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
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 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 Richmond, Commonwealth of Virginia, on April 18, 1995.
S & K FAMOUS BRANDS, INC.
By: /s/ Stuart C. Siegel
Stuart C. Siegel
Chairman of the Board and
Chief Executive Officer
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 dates indicated.
Signature Title Date
/s/ Stuart C. Siegel Chairman of the Board April 18, 1995
Stuart C. Siegel and Chief Executive
Officer
/s/ Robert L. Burrus Director April 18, 1995
Robert L. Burrus, Jr.
/s/ Andrew M. Lewis Director April 18, 1995
Andrew M. Lewis
/s/ Richard L. Sharp Director April 18, 1995
Richard L. Sharp
/s/ Marshall B. Wishnack Director April 18, 1995
Marshall B. Wishnack
/s/ Robert E. Knowles Executive Vice President, April 18, 1995
Robert E. Knowles Chief Financial
Officer, Secretary and
Treasurer
/s/ Janet L. Jorgensen Vice President- April 18, 1995
Janet L. Jorgensen Controller
(Principal Accounting
Officer)
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Document Page
4.1 Registrant's Amended and Restated Articles of Incorporation,
filed as Exhibit 3(a) to registrant's registration statement
on Form S-1 (No. 2-85291), are expressly incorporated herein
by this reference.
4.2 Registrant's Articles of Amendment to its Amended and Restated
Articles of Incorporation, filed as Exhibit 4(b) to registrant's
registration statement on Form S-8 (No. 33-23918), are expressly
incorporated herein by this reference.
4.3 Registrant's Articles of Amendment to its Amended and Restated
Articles of Incorporation, filed as Exhibit 3(c) to registrant's
Annual Report on Form 10-K for the year ended January 31, 1993,
are expressly incorporated herein by this reference.
4.4 Bylaws of registrant as amended, filed as Exhibit 3(b) to the
registrant's Annual Report on Form 10-K for the year ended
January 25, 1986, are expressly incorporated herein by this
reference.
4.5 Amendments to registrant's Bylaws, filed as Exhibit 4.5 to the
registrant's Registration Statement on Form S-8
(No. 33-72270), are expressly incorporated herein by
this reference.
5 Opinion and Consent of McGuire, Woods, Battle & Boothe, L.L.P.
as to the legality of the shares offered hereunder.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included
in Exhibit 5)
EXHIBIT 5
April 18, 1995
S & K Famous Brands, Inc.
P. O. Box 31800
11100 West Broad Street
Richmond, Virginia 23294-1800
Gentlemen:
As counsel for S & K Famous Brands, Inc. (the "Company"), we have
participated in the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission with respect to the offering of up to 425,000 shares of
common stock, par value $.50, of the Company (the "Common Stock"), pursuant to
the Company's Stock Purchase Loan Plan (the "Plan").
We have reviewed such documents and records as we have considered
appropriate and, on the basis of such review, we are of the opinion that the
425,000 shares of Common Stock to be offered pursuant to the Plan have been
validly authorized and when issued or sold upon the terms set forth in the Plan
will be validly issued, fully-paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
McGuire, Woods, Battle & Boothe, L.L.P.
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (with respect to the Stock Purchase Loan Plan of S & K
Famous Brands, Inc.) of our report dated March 15, 1995, which appears on page
10 of S & K Famous Brands, Inc.'s Annual Report to Shareholders--1994
Financials, which is incorporated by reference in S & K Famous Brands, Inc.'s
Annual Report on Form 10-K for the year ended January 28, 1995.
PRICE WATERHOUSE LLP
Norfolk, Virginia
April 17, 1995
