<PAGE>
As filed with the Securities and Exchange Commission on February 6, 1998
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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4400 Baker Road
Minnetonka, Minnesota 55343
(Address of Principal Executive Offices) (Zip Code)
Fingerhut Corporation Profit Sharing and 401(k) Savings Plan
Fingerhut Corporation Fixed Contribution Retirement Plan
Fingerhut Retirement Plan
Figi's Inc. Profit Sharing and 401(k) Savings Plan
TDI Bargaining Unit Retirement Plan
(Full title of the plans)
Copy to:
Michael P. Sherman, Esq. Timothy S. Hearn Esq.
Fingerhut Companies, Inc. Dorsey & Whitney LLP
4400 Baker Road Pillsbury Center South
Minnetonka, Minnesota 55343 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402
(612) 932-3585
(Telephone number, including area code, of agent for service)
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value, to be
issued pursuant to the Plans (2) 500,000 shares $22.00 $11,000,000.00 $3,245.00
Interests in the Plans described herein (3) (3) (3) (3) (3)
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 and based on the
average of the high and low prices for shares of the registrant's Common
Stock as reported on the New York Stock Exchange composite tape
on February 3, 1998.
(2) This registration statement registers the number of shares of Common Stock
indicated for each of the following plans: Fingerhut Corporation Profit
Sharing and 401(k) Savings Plan (380,000 shares); Fingerhut Corporation
Fixed Contribution Retirement Plan (40,000 shares); Fingerhut Retirement
Plan (20,000 shares); Figi's Inc. Profit Sharing and 401(k) Savings Plan
(40,000 shares); and TDI Bargaining Unit Retirement Plan (20,000 shares).
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that have been filed by Fingerhut Companies, Inc.
(the "Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 27, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 28, 1997, June 27, 1997, and September 26, 1997; and
(c) The description of the Company'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, as
amended, and declared effective on April 25, 1990 and any amendment or
reports filed for the purpose of updating such description filed
subsequent to the date of this Registration Statement and prior to the
termination of the offering described herein.
All documents filed by the Company or by the Fingerhut Corporation Profit
Sharing and 401(k) Savings Plan, the Fingerhut Corporation Fixed Contribution
Retirement Plan, the Fingerhut Retirement Plan, the Figi's Inc. Profit Sharing
and 401(k) Savings Plan and the TDI Bargaining Unit Retirement Plan (the
"Plans") pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, subsequent to the date of this Registration
Statement and 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 into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The description of the Company's capital stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 521 of the Minnesota Business Corporation Act (the "MBCA")
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)
-2-
<PAGE>
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 attorney's 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 Company provide for indemnification of its officers and
directors to the fullest extent permitted under the MBCA.
The Company 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
- ------ -----------
23.1 Consent of KPMG Peat Marwick LLP, Independent Public Accountants.
24.1 Powers of Attorney.
The Company will submit or has submitted the Plans and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify the Plans.
ITEM 9. UNDERTAKINGS
A. POST-EFFECTIVE AMENDMENTS
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:
-3-
<PAGE>
(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) under the
Securities Act of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(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)(i) and (1)(ii) of this section
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
section 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 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 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE
The 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 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. CLAIMS FOR INDEMNIFICATION
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 or 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
-4-
<PAGE>
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.
-5-
<PAGE>
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
February 6, 1998.
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.
By /s/ Theodore Deikel Dated: February 6, 1998
----------------------------------------
Theodore Deikel
Chairman of the Board, Chief Executive
Officer and President
(Principal Executive Officer)
By /s/ Gerald T. Knight Dated: February 6, 1998
----------------------------------------
Gerald T. Knight
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
By /s/ Thomas C. Vogt Dated: February 6, 1998
----------------------------------------
Thomas C. Vogt
Corporate Controller
(Principal Accounting Officer)
By *
----------------------------------------
Wendell S. Anderson
Director
By
----------------------------------------
Edwin C. Gage
Director
By *
----------------------------------------
Stanley S. Hubbard
Director
By *
----------------------------------------
Kenneth A. Macke
Director
By
----------------------------------------
Dudley C. Mecum
Director
By *
----------------------------------------
John M. Morrison
Director
<PAGE>
By *
----------------------------------------
Christina L. Shea
Director
* By /s/ Michael P. Sherman
----------------------------------------
Michael P. Sherman Dated: February 6, 1998
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plans have
duly caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Minnetonka, State of
Minnesota, on February 6, 1998.
FINGERHUT CORPORATION
PROFIT SHARING AND 401(K)
SAVINGS PLAN
By: Fingerhut Companies, Inc.
By /s/ Michael P. Sherman
-------------------------------------
Its: Senior Vice President,
Business Development
-----------------------------
FINGERHUT CORPORATION
FIXED CONTRIBUTION RETIREMENT PLAN
By: Fingerhut Companies, Inc.
By /s/ Michael P. Sherman
-------------------------------------
Its: Senior Vice President,
Business Development
-----------------------------
FINGERHUT RETIREMENT PLAN
By: Fingerhut Companies, Inc.
By /s/ Michael P. Sherman
-------------------------------------
Its: Senior Vice President,
Business Development
-----------------------------
FIGI'S INC. PROFIT SHARING
AND 401(K) SAVINGS PLAN
By: Fingerhut Companies, Inc.
By /s/ Michael P. Sherman
-------------------------------------
Its: Senior Vice President,
Business Development
-----------------------------
TDI BARGAINING UNIT
RETIREMENT PLAN
By: Fingerhut Companies, Inc.
By /s/ Michael P. Sherman
-------------------------------------
Its: Senior Vice President,
Business Development
-----------------------------
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
23.1 Consent of KPMG Peat Marwick LLP, Independent Public Accountants.
24.1 Powers of Attorney.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Fingerhut Companies, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of Fingerhut Companies, Inc. 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 stockholder's 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.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 4, 1998
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby 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 of substitution and resubstitution, for such person and
in his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of (i) the Fingerhut Corporation Profit Sharing and 401(k)
Savings Plan, (ii) the Fingerhut Corporation Fixed Contribution Retirement Plan,
(iii) the Fingerhut Retirement Plan, (iv) the TDI Bargaining Unit Retirement
Plan and (v) the Figi's Inc. Profit Sharing and 401(k) Savings Plan (the
"Plans"), with respect to shares of Common Stock of Fingerhut Companies, Inc. to
be issued under the Plans and any and all amendments thereto, including
post-effective amendments, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission and any necessary state securities commissions or other agencies,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or the substitutes for such attorneys-in-fact and agents, duly lawfully
do or cause to be done by virtue hereof.
Signature Date
--------- ----
By /s/ Wendell S. Anderson Dated: February 5, 1998
----------------------------------------- -------------
Wendell S. Anderson
Director
By Dated: , 1998
----------------------------------------- -------------
Edwin C. Gage
Director
By /s/ Stanley S. Hubbard Dated: February 5, 1998
----------------------------------------- -------------
Stanley S. Hubbard
Director
By /s/ Kenneth A. Macke Dated: January 30, 1998
----------------------------------------- -------------
Kenneth A. Macke
Director
By Dated: , 1998
----------------------------------------- -------------
Dudley C. Mecum
Director
By /s/ John M. Morrison Dated: February 5, 1998
----------------------------------------- -------------
John M. Morrison
Director
By /s/ Christina L. Shea Dated: February 1, 1998
----------------------------------------- -------------
Christina L. Shea
Director
