As filed with the Securities and Exchange Commission on July 24, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
___________
NEW RETAIL CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3275369
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2975 Westchester Avenue
Purchase, New York 10577
(Address, including zip code, of principal executive offices)
Written Compensation Contracts with Directors, Officers and Consultants
(Full title of plan)
NEIL COLE
c/o New Retail Concepts, Inc.
2975 Westchester Avenue
Purchase, New York 10577
(Name and address of agent for service)
(914) 694-8888
(Telephone number, including area code, of agent for service)
___________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share price fee
Common Stock, $.01 par 885,000 shares $.33 (1) $292,050 $88.50
value (1) (1) (2)
(1) Based on the number of shares issuable upon exercise of options granted
pursuant to written compensation contracts with directors, officers and
consultants at an offering price, calculated in accordance with Rule 457(h)(1)
under the Securities Act of 1933, as amended, equal to the weighted average
exercise price per share.
(2) This Registration Statement shall, in accordance with Rule 416 under the
Securities Act of 1933, as amended, be deemed to cover such additional shares
as may be issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
This Registration Statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference
The following documents filed by New Retail Concepts, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 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 of the securities offered hereby 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. Any statement contained in a
document incorporated by reference in this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement.
Any 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
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, the Company is authorized to indemnify, subject to certain conditions,
its directors and officers against certain liabilities and expenses arising from
claims against them because of being such a director or officer.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
A list of Exhibits to this registration statement is set forth in the
Exhibit Index starting on page II-4 hereof.
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:
II-3
(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;
(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) 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 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 (and, where applicable, 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.
(h) 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 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.
II-4
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 New York, State of New York on July 18, 1997.
NEW RETAIL CONCEPTS, INC.
by /s/ Neil Cole
Neil Cole
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Neil Cole and Gary Klein, his or her true and
lawful attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and all 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 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, and
hereby ratifies and confirms all that said attorneys-in-fact and agents, each
acting alone, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Neil Cole Chairman of the Board, July 18, 1997
Neil Cole President and Treasurer
/s/ Gary Klein Chief Financial Officer July 18, 1997
Gary Klein
/s/ Steve Mendelow Director July 18, 1997
Steve Mendelow
/s/ Barry Emanuel Director July 18, 1997
Barry Emanuel
II-5
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of M. Warren Browne
23(a) Consent of Grant Thornton LLP
23(b) Consent of M. Warren Browne (included in Exhibit 5)
24 Power of Attorney (included in signature page)
II-6
Exhibit 5
July 24, 1997
New Retail Concepts, Inc.
2975 Westchester Aveneu
Purchase, New York 10577
Dear Sirs:
Reference is made to the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), on behalf of New Retail Concepts, Inc. (the
"Company"), relating to an aggregate of 885,000 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"),
issuable upon the exercise of certain options (the "Options")
granted pursuant to written compensation contracts with the
Company's directors, officers and consultants.
As counsel to the Company, I have examined such corporate
records and other documents and have considered such questions of
law as I have deemed necessary or appropriate for the purposes of
this opinion and, upon the basis of such examination, advise you
that, in my opinion, all necessary corporate proceedings by the
Company have been duly taken to authorize the issuance of the
Shares upon the exercise of the Options and that the Shares will,
when issued upon exercise and in accordance with the terms and
conditions of the Options, be duly authorized, validly issued,
fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement. This consent is not to be construed
as an admission that I am a person whose consent is required to
be filed with the Registration Statement under the provisions of
the Act.
Very truly yours,
/s/ M. Warren Browne
M. Warren Browne
Exhibit 23(a)
Consent of Independent Certified Public Accountants
________________________
We have issued our report dated May 22, 1997, accompanying the
financial statements included in the Annual Report of New Retail
Concepts, Inc. on Form 10-KSB for the year ended March 31, 1997 which
are incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
/s/ GRANT THORNTON LLP
New York, New York
July 21, 1997
