As filed with the Securities and Exchange Commission on
December 22, 1997
Registration No. 333-_____
_________________________________________________________________
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 (I.R.S. Employer
Incorporation) Identification No.)
4400 Baker Road
Minnetonka,
Minnesota 55343
(Address of Principal Executive
Offices)
Fingerhut Companies, Inc. Nonemployee Director 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 Registra
Share (1) Price tion Fee
Common Stock, par
value $.01 per 100,000 $19.46875 $1,946,875 $574.33
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. Nonemployee Director 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. 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 4. Description of Securities
Not Applicable.
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 not eligible to participate in the
Fingerhut Companies, Inc. Nonemployee Director 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 official 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 in connection with the proceeding with respect to
the same acts or omissions; (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 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 Michael P. Sherman, Esq.
10 Fingerhut Companies, Inc.
Nonemployee Director Stock Option
Plan (incorporated by reference to
Exhibit 10.x 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 Michael P. Sherman, Esq.
(included with Exhibit 5).
25 Powers of Attorney (included on Page 6).
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 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 18, 1997
Theodore Deikel Chief Executive Officer
and President; and
Director (Principal
Executive Officer)
/s/Gerald T. Knight Senior Vice President, December 18, 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 100,000 shares of the Company's common stock,
$.01 par value per share (the "Common Stock"), issuable pursuant
to the Fingerhut Companies, Inc. Nonemployee Director 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
