<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1998.
REGISTRATION NO. 333-45455
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAMONTS APPAREL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 75-2076160
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
12413 WILLOWS ROAD N.E.
KIRKLAND, WASHINGTON 98034
(Address, Including Zip Code, of Principal Executive Offices)
LAMONTS APPAREL, INC. 1998 STOCK OPTION PLAN
AND
WARRANT AGREEMENT(S)
(Full Title of the Plans)
DEBBIE BROWNFIELD
12413 WILLOWS ROAD N.E.,
KIRKLAND, WASHINGTON 98034
(425) 814-5461
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPY TO:
MICHAEL A. WORONOFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE, SUITE 3400
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
--------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement covers (i) 1,333,729 shares of Class A Common
Stock, par value $.01 per share (the "Common Stock"), of Lamonts Apparel, Inc.
(the "Company"), that may be issued upon the exercise of options granted under
the Lamonts Apparel, Inc. 1998 Stock Option Plan (the "Stock Option Plan"), (ii)
375,000 shares of Common Stock which may be reserved by the Company for issuance
upon exercise of options granted under the Stock Option Plan, and (iii) 381,065
shares of Common Stock that may be issued upon the exercise of 25,404 Class C
Warrants to be issued, on a pro rata basis, to holders of options under the
Stock Option Plan. Pursuant to Rule 428 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the Company will deliver a prospectus
meeting the requirements of Part I of Form S-8, as amended, to all participants
in the Plans.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement are the following
documents filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's latest Annual Report on Form 10-K filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) All other reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the Company's most recent fiscal year;
and
(c) The description of the Common Stock and the Class C Warrants which is
contained in the Company's Registration Statement on Form 8-A filed with
the Commission pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on February 2, 1998.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered herein
have been
II-1
<PAGE>
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of the State of Delaware,
a Delaware corporation has the power, under specified circumstances, to
indemnify its directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against liabilities and expenses
incurred in any such action, suit or proceeding. Article VIII of the Company's
Amended and Restated Bylaws provides that the Company shall indemnify all
persons that are officers and directors of the Company on or after January 31,
1998 to the fullest extent permitted by Section 145 of the General Corporation
Law of the State of Delaware.
The officers and directors of the Company will each enter into
indemnification agreements (the "Indemnification Agreements") with the Company
pursuant to which the Company will indemnify, to the fullest extent permitted by
applicable law, such officer or director against liabilities and expenses
incurred by such officer or director in any proceeding or action because such
officer or director is or was a director, officer, employee or agent of the
Company and certain other circumstances. The Indemnification Agreements are in
addition to the indemnification provided in the
II-2
<PAGE>
Company's Amended and Restated Bylaws. In neither case will indemnification be
provided if prohibited under applicable law. Individuals not entering into
indemnification agreements will remain entitled to the indemnification
provisions of the Company's Amended and Restated Bylaws and as otherwise
provided by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1* Specimen Class A Common Stock certificate.
4.2* Specimen Class B Common Stock certificate.
4.3* Warrant Agreement dated January 31, 1998 entered into
between the Company and Norwest Bank Minnesota, N.A., as
Warrant Agent.
4.4* Warrant Agreement dated January 31, 1998 entered into
between the Company and Specialty Investment I LLC.
4.5* Form of Warrant Agreement dated January 31, 1998 entered
into between the Registrant and each of Alan R.
Schlesinger, Loren R. Rothschild, Debbie A. Brownfield,
E.H. Bulen and Gary Grossblatt.
4.6* Warrant Agreement dated January 31, 1998 between the
Company and Gordian Group LLP.
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the Common Stock being
registered.
23.1* Consent of Coopers & Lybrand LLP.
II-3
<PAGE>
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
99.1* Modified and Restated Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code.
99.2* Supplemented and Restated Disclosure Statement (As Amended) re
Debtor's Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code.
______________
* Previously filed.
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;
(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 and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the
II-4
<PAGE>
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 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 Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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
II-5
<PAGE>
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities 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 appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-6
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan R. Schlesinger and Loren R. Rothschild, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him 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 all exhibits thereto, and other documents in connection therewith, 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 and necessary to be done in and about the
premises, as fully 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, and each of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Kirkland, State of Washington, on this 12th day of
February, 1998.
LAMONTS APPAREL, INC.
By: /s/ ALAN R. SCHLESINGER
------------------------------------------------
Name: Alan R. Schlesinger
Title: Chairman of the Board, President
and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ ALAN R. SCHLESINGER
- ----------------------- Chairman of the Board, President, February 12, 1998
Alan R. Schlesinger Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ LOREN R. ROTHSCHILD
- ----------------------- Vice Chairman of the Board February 12, 1998
Loren R. Rothschild and Director
/s/ DEBBIE A. BROWNFIELD
- ------------------------ Executive Vice President, February 12, 1998
Debbie A. Brownfield Chief Financial Officer
and Secretary (Principal
Financial Officer and
Principal Accounting Officer)
/s/ PAUL M. BUXBAUM
- ---------------------- Director February 12, 1998
Paul M. Buxbaum
/s/ STANFORD SPRINGEL
- ---------------------- Director February 12, 1998
Stanford Springel
- ---------------------- Director February , 1998
John J. Wiesner
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1* Specimen Class A Common Stock certificate.
4.2* Specimen Class B Common Stock certificate.
4.3* Warrant Agreement dated January 31, 1998 entered into
between the Company and Norwest Bank Minnesota, N.A., as
Warrant Agent.
4.4* Warrant Agreement dated January 31, 1998 entered into
between the Company and Specialty Investment I LLC.
4.5* Form of Warrant Agreement dated January 31, 1998 entered
into between the Registrant and each of Alan R. Schlesinger,
Loren R. Rothschild, Debbie A. Brownfield, E.H. Bulen and
Gary Grossblatt.
4.6* Warrant Agreement dated January 31, 1998 between the Company
and Gordian Group LLP.
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the Common Stock being registered.
23.1* Consent of Coopers & Lybrand LLP.
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
99.1* Modified and Restated Plan of Reorganization Under Chapter
11 of the Bankruptcy Code.
II-9
<PAGE>
99.2* Supplemented and Restated Disclosure Statement (As Amended)
re Debtor's Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code.
______________
* Previously filed.
II-10
