SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 Number)
P.O. Box 31800 23294-1800
11100 West Broad Street (Zip Code)
Richmond, Virginia
(Address of Principal Executive
Offices)
2000 Stock Purchase Loan Plan
1999 Stock Incentive Plan
1991 Stock Option Plan
(Full Title of the Plans)
Robert E. Knowles
Executive Vice President
S&K Famous Brands, Inc.
P.O. Box 31800
11100 West Broad Street
Richmond, Virginia 23294-1800
(Name and Address of Agent for Service)
(804) 346-2500
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
- -------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 975,000 (1) $7.00 (2) $6,825,000 (2) $1,801.80
value $.50 per share
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
number of additional securities that may be offered pursuant to the terms
of the 2000 Stock Purchase Loan Plan, the 1999 Stock Incentive Plan, and
the 1991 Stock Option Plan which provide for a change in the amount or type
of securities being offered or issued to prevent dilution as a result of
stock splits, stock dividends or similar transactions.
(2) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) based upon the
average of the high and low prices of the Common Stock on the Nasdaq
National Market on May 12, 2000, which was $7.00.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by S&K Famous
Brands, Inc., a Virginia corporation (the "Registrant"), relating to (i) 475,000
shares of the Registrant's Common Stock, par value $.50 per share (the "Common
Stock"), which may be offered and sold pursuant to the Registrant's 2000 Stock
Purchase Loan Plan; (ii) 300,000 shares of the Registrant's Common Stock which
may be offered and sold pursuant to the Registrant's 1999 Stock Incentive Plan;
and (iii) 200,000 shares of the Registrant's Common Stock which may be offered
and sold pursuant to the Registrant's 1991 Stock Option Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 29, 2000, filed on April 7, 2000;
(2) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on
March 5, 1984, including any amendments to such Registration
Statement hereafter filed; and
(3) All reports and other documents filed by the Registrant
since the end of the fiscal year covered by the Registrant's
document referred to in paragraph (1) above pursuant to
Sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or
which deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date
of filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The laws of the Commonwealth of Virginia pursuant to which a 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index following signatures.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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, as amended (the "Securities Act");
(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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act 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 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Richmond, Virginia, on this 18th day of May, 2000.
S&K Famous Brands, Inc.
By: /s/ Stuart C. Siegel
-------------------------------------
Stuart C. Siegel
Chairman and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert E. Knowles and Janet L.
Jorgensen his true and lawful attorney-in-fact and agent, with full power of
substitution, for him in his name, and in any and all capacities, to sign all
amendments (including post-effective amendments) to the Registration Statement
to which this power of attorney is attached, and to file all such amendments,
and all exhibits to them and other documents to be filed in connection with
them, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stuart C. Siegel Chairman of the Board of Directors and May 18, 2000
- -------------------- Chief Executive Officer
Stuart C. Siegel (Principal Executive Officer)
/s/ Robert L. Burrus, Jr. Director May 18, 2000
- -------------------------
Robert L. Burrus, Jr.
/s/ Donald W. Colbert Director, President and May 18, 2000
- --------------------- Chief Operating Officer
Donald W. Colbert
/s/ Selwyn S. Herson Director May 18, 2000
- --------------------
Selwyn S. Herson
/s/ Andrew M. Lewis Director May 18, 2000
- -------------------
Andrew M. Lewis, Ph.D.
/s/ Steven A. Markel Director May 18, 2000
- --------------------
Steven A. Markel
/s/ Troy A. Peery, Jr. Director May 18, 2000
- ----------------------
Troy A. Peery, Jr.
/s/ Marshall B. Wishnack Director May 18, 2000
- ------------------------
Marshall B. Wishnack
/s/ Robert E. Knowles Executive Vice President, Chief Financial May 18, 2000
- --------------------- Officer, Secretary and Treasurer
Robert E. Knowles (Chief Financial Officer)
/s/ Janet L. Jorgensen Vice President--Controller May 18, 2000
- ---------------------- (Principal Accounting Officer)
Janet L. Jorgensen
</TABLE>
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of McGuire, Woods, Battle & Boothe LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of McGuire, Woods, Battle & Boothe LLP
(filed as part of Exhibit 5)
24 Power of Attorney (included on signature page)
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EXHIBIT 5
May 18, 2000
The Board of Directors
S&K Famous Brands, Inc.
P.O. Box 31800
11100 West Broad Street
Richmond, Virginia 23294-1800
RE: Registration Statement on Form S-8
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of S&K
Famous Brands, Inc. (the "Company"), relating to (i) 475,000 shares of the
Company's Common Stock, par value $.50 per share (the "Common Stock"), to be
offered and sold pursuant to the Company's 2000 Stock Purchase Loan Plan; (ii)
300,000 shares of Common Stock to be offered and sold pursuant to the Company's
1999 Stock Incentive Plan; and (iii) 200,000 shares of Common Stock to be
offered and sold pursuant to the Company's 1991 Stock Option Plan. (For purposes
of this opinion, the three aforementioned plans are referred to as the "Plans"
and the 975,000 shares of Common Stock being registered under those Plans are
referred to as the "Shares.")
We have examined copies, certified or otherwise identified to our
satisfaction, of the Plans and such corporate records and other documents as we
have considered necessary or appropriate for the purposes of this opinion and
have made such inquiries of officers and representatives of the Company as to
factual matters as we have considered relevant and necessary as a basis for this
opinion. Based on the foregoing and to the extent the Shares are to be issued by
the Company pursuant to the Plan, we advise you that in our opinion all
necessary corporate proceedings by the Company to authorize such issuance has
been duly taken and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for in accordance with the terms of
the Plans, will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are persons whose consent is to be filed with the Registration Statement
under the provisions of the Securities Act.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 10, 2000 relating to the
financial statements, which appears in the 1999 Annual Report Financials of S&K
Famous Brands, Inc., which is incorporated by reference in S&K Famous Brands,
Inc.'s Annual Report on Form 10-K for the year ended January 29, 2000.
/s/ PricewaterhouseCoopers LLP
Richmond, Virginia
May 17, 2000
