<PAGE>
As filed with the Securities and Exchange Commission on October 28, 1996
Registration No. 33-55496
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GANTOS, INC.
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(Exact name of registrant as specified in its charter)
Michigan 38-1414122
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(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. STOCK OPTION PLAN
GANTOS, INC. DIRECTOR STOCK OPTION PLAN
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(Full title of the plans)
Arlene H. Stern, President
Gantos, Inc.
3260 Patterson, S.E.
Grand Rapids, Michigan 49512
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(Name and address of agent for service)
(616) 949-7000
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(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) 50,000 shares $25.75 (2) $1,287,500.00
Common Shares 0 shares $0.00 0.00
Common Shares 0 shares $0.00 0.00
Total 50,000 shares $1,287,500.00 $2,783.23 (4)
</TABLE>
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(1) $0.01 par value per share (the "Common Shares").
(2) Calculated pursuant to Rule 457(h) 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 December 3, 1992,
for the additional Common Shares then available for grant under the plan.
The Amount to be registered and the Proposed maximum offering price per
share have been adjusted for a subsequent issuance of one Common Share for
every two Common Shares outstanding as of March 31, 1995.
(3) Reflects the deregistration of 300,000 Common Shares no longer issuable
under the Gantos, Inc. Stock Option Plan as a result of the termination of
that plan.
(4) Paid with the original filing of this Registration Statement.
Page -1- of -9- Pages
Exhibit Index is on Page -8-
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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 fiscal
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 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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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.
5.1 Opinion of Honigman Miller Schwartz and Cohn, incorporated by
reference to Exhibit 5.1 to Gantos, Inc.'s Registration Statement on
Form S-8 (file no. 33-55496), filed with the Securities and Exchange
Commission on December 8, 1992.
23.1 Consent of Independent Accountants.
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23.2 Consent of Honigman Miller Schwartz and Cohn (included in the opinion
filed as Exhibit 5.1 to the Registration Statement), incorporated by
reference to Exhibit 5.1 to Gantos, Inc.'s Registration Statement on
Form S-8 (file no. 33-55496), filed with the Securities and Exchange
Commission on December 8, 1992.
24.1 Powers of Attorney (included after the signature of the Registrant
contained on page 7 of Post-Effective Amendment No. 1 to this
Registration Statement), incorporated by reference to page 7 to Post-
Effective Amendment No. 1 to Gantos, Inc.'s Registration Statement on
Form S-8 (file no. 33-55496), filed with the Securities and Exchange
Commission on May 16, 1995.
99.1 Gantos, Inc. Amended and Restated Stock Option Plan, adopted March 20,
1986, as amended and restated March 31, 1995, incorporated by
reference to Exhibit 1 to L. Douglas Gantos' Schedule 13D, dated
March 31, 1995 and filed with the Securities and Exchange Commission
on April 10, 1995.
99.2 Gantos, Inc. Amended and Restated Director Stock Option Plan, adopted
March 17, 1992, as amended and restated March 31, 1995, incorporated
by reference to Exhibit 10.12 to Gantos, Inc.'s Annual Report on
Form 10-K for the fiscal year ended January 28, 1995.
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;
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(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 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.
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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.
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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 Post-Effective
Amendment No. 2 to 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.
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(Registrant)
By: /s/ J.E. BUNKA
------------------------------------
J.E. Bunka, Senior Vice President -
Finance, Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to 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
J.E. Bunka Officer and Treasurer
(Principal Financial Officer)
/s/ JEFFREY C. TUORI Assistant Treasurer and Assistant October 28, 1996
- ---------------------- Secretary
Jeffrey C. Tuori (Principal Accounting Officer and
Controller)
* Chairperson of the Board October 28, 1996
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L. Douglas Gantos
* Director October 28, 1996
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Elizabeth M. Eveillard
/s/ FRED K. SCHOMER Director October 28, 1996
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Fred K. Schomer
* Director October 28, 1996
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Hannah H. Strasser
* Director October 28, 1996
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Mary Elizabeth Burton
* Director October 28, 1996
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Erwin A. Marks
* Director October 28, 1996
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S. Amanda Putnam
*By: /s J.E. BUNKA October 28, 1996
------------------
J.E. Bunka, Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit
Number Description Page
- ------ ----------- ----
4.1 Restated Articles of Incorporation, incorporated by N/A
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.
5.1 Opinion of Honigman Miller Schwartz and Cohn, incorporated N/A
by reference to Exhibit 5.1 to Gantos, Inc.'s Registration
Statement on Form S-8 (file no. 33-55496), filed with the
Securities and Exchange Commission on December 8, 1992.
23.1 Consent of Independent Accountants. -9-
23.2 Consent of Honigman Miller Schwartz and Cohn (included in N/A
the opinion filed as Exhibit 5.1 to the Registration
Statement), incorporated by reference to Exhibit 5.1 to
Gantos, Inc.'s Registration Statement on Form S-8
(file no. 33-55496), filed with the Securities and
Exchange Commission on December 8, 1992.
24.1 Powers of Attorney (included after the signature of the N/A
Registrant contained on page 7 of Post-Effective
Amendment No. 1 to this Registration Statement),
incorporated by reference to page 7 to Post-Effective
Amendment No. 1 to Gantos, Inc.'s Registration Statement
on Form S-8 (file no. 33-55496), filed with the Securities
and Exchange Commission on May 16, 1995.
99.1 Gantos, Inc. Amended and Restated Stock Option Plan, N/A
adopted March 20, 1986, as amended and restated
March 31, 1995, incorporated by reference to Exhibit 1
to L. Douglas Gantos' Schedule 13D, dated March 31, 1995
and filed with the Securities and Exchange Commission on
April 10, 1995.
99.2 Gantos, Inc. Amended and Restated Director Stock Option N/A
Plan, adopted March 17, 1992, as amended and restated
March 31, 1995, incorporated by reference to Exhibit 10.12
to Gantos, Inc.'s Annual Report on Form 10-K for the fiscal
year ended January 28, 1995.
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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
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