As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. 333-28501
______________________________________________________________________________
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. 1994 Employee Stock
Purchase 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 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. 1994 Employee Stock Purchase 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.
333-28501) 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 8. Exhibits
Exhibit Number Description of Exhibit
5 Opinion of Michael P. Sherman, Esq.
10 Amended and Restated Fingerhut
Companies, Inc. 1994 Employee Stock
Purchase Plan (Incorporated by
reference to Exhibit 10 to
Registrant's Registration Statement
on Form S-8 (File No. 333-28501)).
24(a) Consent of KPMG Peat Marwick LLP.
24(b) Consent of Michael P. Sherman, Esq.
(included with Exhibit 5).
25 Powers of Attorney (Incorporated
by reference to Exhibit 25 to
Registrant's Registration Statement
on Form S-8 (File No. 333-28501)).
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)
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)
* Director December 22, 1997
Wendell R. Anderson
* Director December 22, 1997
Edwin C. Gage
_____________________________ Director December __, 1997
Stanley S. Hubbard
* Director December 22, 1997
Kenneth A. Macke
* Director December 22, 1997
Dudley C. Mecum
* Director December 22, 1997
John M. Morrison
* Director December 22, 1997
Christina L. Shea
(nee Christina L. Steiner)
*By /s/ Michael P. Sherman
Michael P. Sherman as attorney-in-fact.
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. 1994 Employee Stock Purchase
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
