As filed with the Securities and Exchange Commission on April 30, 1996
Registration No. 33-
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
FINGERHUT COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1396490
(State of Incorporation) (I.R.S. Employer Identification No.)
4400 Baker Road
Minnetonka,
Minnesota 55343
(Address of Principal Executive Offices)
Fingerhut Companies, Inc. 1995 Long-Term Incentive and Stock Option Plan
(Full Title of the Plan)
_______________
L. Carol Brockman, Esq.
Fingerhut Companies, Inc.
4400 Baker Road
Minnetonka, Minnesota 55343
(Name and address of agent for service)
(612) 933-3222
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Per Share (1) Offering Price Fee
Registered
- -----------------------------------------------------------------------------
Common Stock, 2,250,000 $13.125 $29,531,250 $10,183.19
par value $.01 shares(2)
per share
- -----------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h) under the Securities Act
of 1933, and based on the average of the high and low sale prices
as reported on the New York Stock Exchange composite tape on
April 26, 1996.
(2) This registration statement also covers such additional
number of shares as may be issuable or saleable by reason of the
operation of the antidilution provisions of the Fingerhut
Companies, Inc. 1995 Long-Term Incentive and Stock Option Plan.
_____________________________________________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference
in this registration statement:
a. The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1995;
b. The Registrant's Current Report on Form 8-K dated April
18, 1996; and
c. The description of the Registrant's Common Stock,
contained in the Company's Registration Statement on Form 8-
A (File No. 1-8668) filed pursuant to Section 12 of the
Securities Exchange Act of 1934 and declared effective on
April 25, 1990.
All documents filed by the Registrant (File No. 1-8668)
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 have been
sold or which deregisters all 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 documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
John K. Ellingboe, General Counsel of the Registrant, has
given his opinion on the legality of the securities being
registered hereunder. Mr. Ellingboe beneficially owns 147,300
shares of Common Stock of the Registrant, including 122,500
shares that he has the right to acquire through exercise of stock
options. Mr. Ellingboe is a participant in the Fingerhut
Companies, Inc. 1995 Long-Term Incentive and Stock Option Plan.
Item 6. Indemnification of Directors and Officers.
Section 521 of the Minnesota Business Corporation Act (the
"MBCA") (Minn. Stat. 302A.521) generally provides that unless
its articles or bylaws provide otherwise, a corporation shall
indemnify officers and directors made or threatened to be made a
party to a proceeding by reason of any such person's present or
former capacity as a director or officer against judgments,
penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit
plan, settlements and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection with
the proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person: (1) has not
been indemnified by another party for the same amounts; (2) acted
in good faith; (3) received no improper personal benefit and the
procedures for director conflicts of interest, if applicable,
have been satisfied; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and
(5) reasonably believed that the conduct was in the best
interests of the corporation.
The MBCA provides that unless a corporation's articles of
incorporation or bylaws provide otherwise, if a person is made or
threatened to be made a party to a proceeding, the person is
entitled, upon written request to the corporation, to advance
payment or reimbursement by the corporation of reasonable
expenses, including attorneys' fees and disbursements, incurred
by the person in advance of the final disposition of the
proceeding (a) upon receipt by the corporation of a written
affirmation by the person of a good faith belief that the
criteria for indemnification have been satisfied and a written
undertaking by the person to repay all amounts so paid or
reimbursed by the corporation, if it is ultimately determined
that the criteria for indemnification have not been satisfied,
and (b) after a determination that the facts then known to those
making the determination would not preclude indemnification.
The MBCA also permits a corporation to purchase and
maintain insurance on behalf of a person in that person's
official capacity against any liability asserted against and
incurred by the person in or arising from that capacity, whether
or not the corporation would have been required to indemnify the
person against the liability.
The Bylaws of the Registrant provide for indemnification of
its officers and directors to the fullest extent permitted under
the MBCA.
The Registrant currently maintains a policy insuring,
subject to certain exceptions, its directors and officers and the
directors and officers of its subsidiaries against liabilities
which may be incurred by such persons acting in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit Number Description of Exhibit
5 Opinion of John K. Ellingboe, Esq.
10 Fingerhut Companies, Inc. 1995 Long-
Term Incentive and Stock Option
Plan (Incorporated by reference to
Exhibit 10.i to Registrant's Annual
Report on Form 10-K (File No. 1-
8668) for the fiscal year ended
December 29, 1995).
24(a) Consent of KPMG Peat Marwick LLP.
24(b) Consent of John K. Ellingboe, Esq.
(included with Exhibit 5).
25 Powers of Attorney (included on Page 5).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(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. 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;
(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 (a) (1) (i) and (a) (1) (ii)
do not apply if the registration statement is on Form S-3, Form S-
8 or Form F-3, and 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 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 that 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) The undersigned registrant hereby undertakes 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 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 of 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.
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 Minnetonka, State of Minnesota, on April 30, 1996.
FINGERHUT COMPANIES, INC.
By: /s/ Theodore Deikel
------------------------
Theodore Deikel
(Chairman of the Board, Chief
Executive Officer and
President)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Theodore Deikel and L.
Carol Brockman and each of them, his true and lawful
attorneys-in-fact and agents with full power and substitution and
resubstitution, for such person and in his name, place and stead,
in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes and he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their,
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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.
Signature Title Date
/s/ Theodore Deikel Chairman of the Board, April 30, 1996
----------------- Chief Executive Officer
Theodore Deikel and President; and
Director (Principal
Executive Officer)
/s/ Peter G. Michielutti Senior Vice President, April 30, 1996
- ------------------------ Chief Financial Officer
Peter G. Michielutti (Principal Financial
Officer)
/s/ Thomas C. Vogt Corporate Controller April 30, 1996
- ------------------------ (Principal Accounting
Thomas C. Vogt Officer)
/s/ Wendell R. Anderson Director April 29, 1996
- -------------------------
Wendell R. Anderson
_______________________ Director April ___, 1996
Edwin C. Gage
/s/ Stanley S. Hubbard Director April 30, 1996
- -----------------------
Stanley S. Hubbard
/s/ Richard M. Kovacevich Director April 29, 1996
- -------------------------
Richard M. Kovacevich
/s/ Dudley C. Mecum Director April 30, 1996
- ------------------------
Dudley C. Mecum
Exhibit 5
April 30, 1996
Fingerhut Companies, Inc.
4400 Baker Road
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
As General Counsel of Fingerhut Companies, Inc. (the
"Company") and head of its Legal Department, I am delivering this
opinion in connection with the preparation of a Registration
Statement on Form S-8 (the "Registration Statement"), relating to
the registration of 2,250,000 shares of the Company's common
stock, $.01 par value per share (the "Common Stock"), issuable
pursuant to the Company's 1995 Long-Term Incentive and Stock
Option Plan (the "Plan").
In that regard, I or attorneys on my staff have examined
originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and other
instruments and certificates as we have deemed necessary for
purposes of this opinion, including the following:
(a) The Company's Articles of Incorporation, as amended
through the date hereof;
(b) The Company's Bylaws, as amended through the date
hereof;
(c) Certain corporate resolutions, including resolutions of
the Company's shareholders and/or Board of Directors
pertaining to the Plan and to the Registration
Statement;
(d) The Plan; and
(e) The Registration Statement as it is currently proposed
to be filed with the Securities and Exchange
Commission.
Based on the foregoing, I am of the opinion that:
1. The Company was duly incorporated under the laws of the
State of Minnesota and is now a validly organized and
existing corporation under the laws of that State.
2. The shares of Common Stock which are being registered
pursuant to the Registration Statement have been duly
authorized and, when issued pursuant to the terms of
the Plan, will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Sincerely,
John K. Ellingboe
General Counsel
Exhibit 24(a)
Consent of Independent Certified Public Accounts
The Board of Directors
Fingerhut Companies, Inc.:
We consent to the use of our reports incorporated herein by
reference.
Our report covering the basic consolidated financial
statements refers to a change in the method of accounting
for long-lived assets in fiscal 1995.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 30, 1996
