As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. 333-03005
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
_______________
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 (I.R.S. Employer
Incorporation) 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)
_______________
Michael P. Sherman, Esq.
Fingerhut Companies, Inc.
4400 Baker Road
Minnetonka, Minnesota 55343
(Name and address of agent for
service
(612) 932-3585
(Telephone Number of Agent for
Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum Amount
Securities to be be Offering Aggregate of
Registered Registered Price Per Offering Registration
Share (1) Price Fee
Common Stock, par
value $.01 per 2,000,000 $19.46875 $38,937,500 $11,486.56
share. . . . . . . shares(2)
(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 December 18, 1997.
(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.
______________________________________________________________________________
This Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form S-8 is being filed solely to register additional securities of the same
class as other securities for which a Form S-8 has previously been filed. The
contents of the previous Registration Statement on Form S-8 (File No.
333-03005) are hereby incorporated by reference.
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. Annual Report on Form 10-K for the fiscal year ended December 27,
1996;
b. Quarterly Reports on Forms 10-Q for the quarters ended March 28,
1997, June 27, 1997 and September 26, 1997; 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 5. Interests of Named Experts and Counsel
Michael P. Sherman, General Counsel of the Registrant, has given his opinion
on the legality of the securities being registered hereunder. Mr. Sherman
beneficially owns 27,500 shares of Common Stock of the Registrant, including
27,000 shares that he has the right to acquire through exercise of stock
options. Mr. Sherman is a participant in the Fingerhut Companies, Inc. 1995
Long-Term Incentive and Stock Option Plan.
Item 8. Exhibits
Exhibit Number Description of Exhibit
5 Opinion of Michael P. Sherman, 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).
(i) Amendment dated as of February 4, 1997
(Incorporated by reference to Exhibit 10.i(i) to
Registrant's Annual Report on Form 10-K (File No.
1-8668) for the fiscal year ended December 27,
1996).
24(a) Consent of KPMG Peat Marwick LLP.
24(b) Consent of Michael P. Sherman, Esq.
(included with Exhibit 5).
25 Powers of Attorney (included on Page 4).
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
December 22, 1997.
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 Michael P. Sherman and each
of them, his or her 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 or she
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 or her
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, December 22, 1997
Theodore Deikel Chief Executive Officer
and President; and
Director (Principal
Executive Officer)
/s/ Gerald T. Knight Senior Vice President, December 22, 1997
Gerald T. Knight Chief Financial Officer
(Principal Financial Officer)
/s/ Thomas C. Vogt Corporate Controller December 19, 1997
Thomas C. Vogt (Principal Accounting Officer)
/s/ Wendell R. Anderson Director December 18, 1997
Wendell R. Anderson
/s/ Edwin C. Gage Director December 22, 1997
Edwin C. Gage
/s/ Stanley S. Hubbard Director December 18, 1997
Stanley S. Hubbard
/s/ Kenneth A. Macke Director December 18, 1997
Kenneth A. Macke
/s/ Dudley C. Mecum Director December 18, 1997
Dudley C. Mecum
/s/ John M. Morrison Director December 18, 1997
John M. Morrison
/s/ Christina L. Shea Director December 19, 1997
Christina L. Shea
December 22, 1997
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 2,000,000 shares of the Company's common
stock, $.01 par value per share (the "Common Stock"), issuable
pursuant to the Fingerhut Companies, Inc. 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;
(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,
/s/Michael P. Sherman
Michael P. Sherman
General Counsel
Exhibit 24(a)
Consent of Independent Certified Public Accountants
The Board of Directors
Fingerhut Companies, Inc.
We consent to incorporation by reference to the registration
statement on Form S-8 of Fingerhut Companies, Inc. and
subsidiaries of our reports dated January 22, 1997 relating
to the consolidated statements of financial position of
Fingerhut Companies, Inc. as of December 27, 1996 and
December 29, 1995 and the related consolidated statements of
earnings, changes in stockholders' equity and cash flows and
the related financial statement schedule for each of the
years in the three-year period ended December 27, 1996,
which reports appear in or are incorporated by reference in
the December 27, 1996 annual report on Form 10-K of
Fingerhut Companies, Inc.
Minneapolis, Minnesota
December 22, 1997
