<PAGE>
As filed with the Securities and Exchange Commission on October 28, 1996
Registration No. 33-
-------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
GANTOS, INC.
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(Exact name of registrant as specified in its charter)
Michigan 38-1414122
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3260 Patterson, S.E., Grand Rapids, Michigan 49512
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(Address of Principal Executive Offices) (Zip Code)
GANTOS, INC. 1996 STOCK OPTION PLAN
GANTOS, INC. EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plans)
Arlene H. Stern, President
Gantos, Inc.
3260 Patterson, S.E.
Grand Rapids, Michigan 49512
--------------------------------------------
(Name and address of agent for service)
(616) 949-7000
-------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
<S> <C> <C> <C> <C>
Common Shares (1) 10,000 shares $3.25 (2) $32,500.00
Common Shares 350,000 shares $4.65625 $1,629,687.50
(2)
Common Shares 35,000 shares $3.25 (2) $113,750.00
Common Shares 10,000 shares $3.53125(2) $35,312.50
Common Shares 595,000 shares $3.71875 $2,212,656.25
(3)
Common Shares (4) 200,000 shares $3.71875 $743,750.00
(3)
Total 1,200,000 shares $4,767,656.25 $1,444.74
</TABLE>
- --------------------------------------------------------------------------------
(1) $0.01 par value per share (the "Common Shares").
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of computing the registration fee and based
on the exercise price of the option.
(3) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of computing the registration fee and based
on the average of the high and low prices of the Common Shares, as quoted
on The Nasdaq National Market on October 21, 1996.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Gantos, Inc. Employee Stock
Purchase Plan described herein.
Page -1- of -10- Pages
Exhibit Index is on Page -8-
<PAGE>
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. The Annual Report of Gantos, Inc. (the "Registrant") on Form 10-K for
the fiscal year ended February 3, 1996 as filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on April 24, 1996.
2. The Quarterly Reports of the Registrant on Form 10-Q for the quarters
ended May 4, 1996 and August 3, 1996 as filed with the Commission pursuant
to the Exchange Act on June 12, 1996 and September 17, 1996, respectively,
and all other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year ended
February 3, 1996.
3. The description of the Registrant's Common Shares which is contained
under the heading "Description of Capital Stock--Common Stock", found at
page 22 of the Registrant's Registration Statement on Form S-1, File No.
33-4504, filed with the Commission on April 2, 1986, and incorporated by
reference in Amendment No. 1 to the Registrant's Registration Statement on
Form 8-A, filed with the Commission on May 29, 1986, the description of an
amendment to the Registrant's Articles of Incorporation to limit certain
liabilities of directors of the Registrant contained in Part II, Item 2 of
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
August 1, 1987 and dated September 11, 1987, and the related Proxy
Statement, dated May 27, 1987 in connection with the Annual Meeting of
Shareholders held June 19, 1987, the description of an amendment to the
Registrant's Articles of Incorporation to reorganize the Registrant's Board
of Directors into three classes with staggered terms contained in Part II,
Item 2 of the Registrant's Quarterly Report on Form 10-Q for the quarter
ended August 1, 1992 and dated September 14, 1992, and the related Proxy
Statement, dated May 18, 1992 in connection with the Annual Meeting of
Shareholders held June 18, 1992, and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant or the Gantos, Inc.
Employee Stock Purchase Plan 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 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 part hereof from the date of
filing of such documents.
-3-
<PAGE>
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 Sections 561-571 of the Michigan Business Corporation Act, directors
and officers of a Michigan corporation may be entitled to indemnification by the
corporation against judgments, expenses, fines and amounts paid by the director
or officer in settlement of claims brought against them by third persons or by
or in the right of the corporation if those directors and officers acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation or its shareholders.
The Registrant is obligated under its bylaws to indemnify any present or
former director or executive officer of the Registrant, and may indemnify any
other person, to the fullest extent now or hereafter permitted by law in
connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding arising out of their past or future
service to the Registrant or a subsidiary, or to another organization at the
request of the Registrant or a subsidiary. In addition, the Articles of
Incorporation of the Company limit certain personal liabilities of directors of
the Company.
The Registrant has obtained Directors' and Officers' liability insurance.
Its policies currently provide for $10,000,000 in coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation, incorporated by reference to
Exhibit 4.1 to Gantos, Inc.'s Current Report on Form 8-K, dated
March 7, 1995 and filed with the Securities and Exchange Commission on
March 22, 1995.
4.2 Bylaws, as amended March 16, 1993, incorporated by reference to
Exhibit 3.2 to Gantos, Inc.'s Annual Report on Form 10-K for the
fiscal year ended January 30, 1993.
4.3 Gantos, Inc. Employee Stock Purchase Plan, as amended, incorporated by
reference to Exhibit 10.2 to Gantos, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended August 3, 1996.
-4-
<PAGE>
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of Independent Accountants.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the Registrant
contained on page -6- of this Registration Statement).
99.1 Gantos, Inc. 1996 Stock Option Plan, incorporated by reference to
Exhibit 10.10 to Gantos, Inc.'s Annual Report on Form 10-K for the
fiscal year ended February 3, 1996.
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%
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 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or
-5-
<PAGE>
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 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 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 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.
EXPERTS
The financial statements as of February 3, 1996 and January 28, 1995, and
for each of the three years in the period ended February 3, 1996, incorporated
in this Registration Statement and in the prospectus related to this
Registration Statement have been so included in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in accounting and auditing.
-6-
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Grand Rapids, State of Michigan, on October 28,
1996.
GANTOS, INC.
---------------------------------------
(Registrant)
By: /s/ J.E. BUNKA
------------------------------------
J.E. Bunka, Senior Vice President -
Finance, Chief Financial Officer
and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and directors of GANTOS, INC., a Michigan corporation (the "Company"), hereby
constitutes and appoints J.E. Bunka and Kenneth Green, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, each with the
power of substitution for him or her in any and all capacities, with full power
and authority in said attorneys-in-fact and agents and in any one or more of
them, to sign, execute and affix his seal thereto and file the proposed
registration statement on Form S-8 to be filed by the Company under the
Securities Act of 1933, as amended, which registration statement relates to the
registration and issuance of the Company's Common Shares, par value $0.01 a
share, pursuant to the Gantos, Inc. Employee Stock Purchase Plan and the Gantos,
Inc. 1996 Stock Option Plan, and interests in the Gantos, Inc. Employee Stock
Purchase Plan, and any of the documents relating to such registration statement;
any and all amendments to such registration statement, including any amendment
thereto changing the amount of securities for which registration is being
sought, and any post-effective amendment, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority; granting unto said attorneys, 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 in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, may lawfully do or cause to be done by virtue hereof.
-7-
<PAGE>
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ ARLENE H. STERN President, Chief Executive Officer October 28, 1996
- ---------------------- and Director
Arlene H. Stern (Principal Executive Officer)
/s/ J.E. BUNKA Senior Vice President - Finance, October 28, 1996
- ---------------------- Chief Financial Officer and Treasurer
J.E. Bunka (Principal Financial Officer)
/s/ JEFFREY C. TUORI Assistant Treasurer and October 28, 1996
- ---------------------- Assistant Secretary
Jeffrey C. Tuori (Principal Accounting Officer
and Controller)
/s/ L. DOUGLAS GANTOS Chairperson of the Board October 28, 1996
- ----------------------
L. Douglas Gantos
/s/ ELIZABETH M. EVEILLARD Director October 28, 1996
- ---------------------------
Elizabeth M. Eveillard
/s/ FRED K. SCHOMER Director October 28, 1996
- ----------------------
Fred K. Schomer
/s/ HANNAH H. STRASSER Director October 28, 1996
- ----------------------
Hannah H. Strasser
/s/ MARY ELIZABETH BURTON Director October 28, 1996
- -------------------------
Mary Elizabeth Burton
/s/ ERWIN A. MARKS Director October 28, 1996
- ----------------------
Erwin A. Marks
/s/ S. AMANDA PUTNAM Director October 28, 1996
- ----------------------
S. Amanda Putnam
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
persons who administer the Gantos, Inc. Employee Stock Purchase Plan have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids, State of
Michigan, on October 28, 1996.
GANTOS, INC. EMPLOYEE STOCK PURCHASE PLAN
-----------------------------------------
(Plan)
By: /s/ J.E. BUNKA
--------------------------------------
J.E. Bunka, Plan Administrator
-8-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
- ------ ----------- ----
4.1 Restated Articles of Incorporation, incorporated N/A
by reference to Exhibit 4.1 to Gantos, Inc.'s Current
Report on Form 8-K, dated March 7, 1995 and filed with
the Securities and Exchange Commission on March 22, 1995.
4.2 Bylaws, as amended March 16, 1993, incorporated by N/A
reference to Exhibit 3.2 to Gantos, Inc.'s Annual Report
on Form 10-K for the fiscal year ended January 30, 1993.
4.3 Gantos, Inc. Employee Stock Purchase Plan, as amended, N/A
incorporated by reference to Exhibit 10.2 to Gantos, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended
August 3, 1996.
5.1 Opinion of Honigman Miller Schwartz and Cohn. -9-
23.1 Consent of Independent Accountants. -10-
23.2 Consent of Honigman Miller Schwartz and Cohn (included -9-
in the opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1 Powers of Attorney (included after the signature of -6-
the Registrant contained on page -6- of this Registration
Statement).
99.1 Gantos, Inc. 1996 Stock Option Plan, incorporated by N/A
reference to Exhibit 10.10 to Gantos, Inc.'s Annual
Report on Form 10-K for the fiscal year ended
February 3, 1996.
-9-
<PAGE>
EXHIBIT 5.1
LANSING, MICHIGAN
WEST PALM BEACH, FLORIDA
TAMPA, FLORIDA
ORLANDO, FLORIDA
October 28, 1996
Gantos, Inc.
3260 Patterson, S.E.
Grand Rapids, Michigan 49512
Ladies and Gentlemen:
We have represented Gantos, Inc., a Michigan corporation (the "Company"),
in connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-8 (the
"Registration Statement"), for registration under the Securities Act of 1933, as
amended (the "Securities Act"), of a maximum of 1,200,000 of the Company's
Common Shares, par value $.01 per share (the "Common Shares"), to be issued
pursuant to the Gantos, Inc. 1996 Stock Option Plan or the Gantos, Inc. Employee
Stock Purchase Plan (collectively, the "Plans").
Based upon our examination of such documents and other matters as we deem
relevant, it is our opinion that (i) the Common Shares to be offered by the
Company under the Plans pursuant to the Registration Statement have been duly
authorized and, (ii) when issued and sold by the Company in accordance with the
Plans and the stock options exercised thereunder, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ HONIGMAN MILLER SCHWARTZ AND COHN
HONIGMAN MILLER SCHWARTZ AND COHN
-10-
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Gantos, Inc. of our report dated February 29, 1996
appearing on page 29 of Gantos, Inc.'s Annual Report on Form 10-K for the fiscal
year ended February 3, 1996. We also consent to the reference to our firm under
the caption "Experts".
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Detroit, Michigan
October 28, 1996
-11-
