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Registration No. ___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HANCOCK FABRICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0740905
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3406 West Main Street
Tupelo, Mississippi 38801
(Address of Principal Executive Offices)
Hancock Fabrics, Inc. 1991 Stock Compensation Plan
For Nonemployee Directors
(Full title of the plan)
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Larry D. Fair, Secretary, Treasurer and
Assistant Vice President
Hancock Fabrics, Inc.
3406 West Main Street
Tupelo, Mississippi 38801
(601) 842-2834
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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Copy to:
GAIL P. CLARK, ESQ.
Donahue, Gallagher, Woods & Wood
1900 Kaiser Center
300 Lakeside Drive
Oakland, California 94612-3570
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount to Offering Aggregate Amount of
Securities to be be Price Per Offering Registra-
Registered Registered Share (1) Price (1) tion Fee
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $7.0625 $706,250 $244
($.01 par value)
Common Stock 50,000
Purchase Rights
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and, pursuant to paragraphs (c) and (h) of Rule 457, based upon the average of
the high and low prices of such common stock on September 7, 1994 ($7.0625), on
the composite tape of issues listed on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Certain Documents By Reference.
Hancock Fabrics, Inc. (the "Company") incorporates herein by reference
the following documents filed with the Securities and Exchange Commission
("Commission") (File No. 1-9482):
(a) The registration statement on Form 10 filed pursuant to
Section 12 of the Exchange Act, including the description contained therein of
common stock to be offered under the 1991 Stock Compensation Plan for
Nonemployee Directors (the "Plan"), and any amendment or report filed for the
purpose of updating such description; and
(b) The Company's financial statements (and related notes or
financial review) appearing in the Company's latest annual report to
shareholders. (With the exception of those portions of the Company's annual
reports to shareholders specifically incorporated by reference in this
Prospectus, the Company's annual reports to shareholders are not to be deemed
filed as part of the Registration Statement).
All reports and other 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 indicating that all securities offered
hereby have been sold or de-registering all securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of the filing of such reports and documents. Any statement
contained in a document incorporated or deemed to
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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 or is deemed to be 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.
The Company shall provide without charge to any participant in the
Plan, upon written or oral request of such participant, a copy of any and all
of the foregoing documents that have been incorporated by reference in this
Prospectus (not including exhibits to such documents unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Any such request should be directed to the Secretary
of Hancock Fabrics, Inc., P.O. Box 2400, Tupelo, Mississippi 38803-2400,
telephone (601) 842-2834.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the common stock offered hereby has been passed upon
by Donahue, Gallagher, Woods & Wood, counsel for the Company, 1900 Kaiser
Center, 300 Lakeside Drive, Oakland, California 94612-3570. As of September 7,
1994, partners and associates of the firm owned beneficially or of record an
aggregate of 7,938 shares of common stock of the Company (including shares as
to which beneficial ownership is
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disclaimed). Additionally, the following partners of that firm each hold the
offices of Assistant Vice President and Assistant Secretary of the Company:
George J. Barron, Gail P. Clark, Bruce D. Gillies, and Andrew W. Lafrenz.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides that a corporation has the power to indemnify any person who
was, is, or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such suit, action or proceeding "if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful."
Such Section also provides that, except in certain specified circumstances, a
corporation has the power to indemnify any person who was, is, or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its
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favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit "if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation." Except in cases where the indemnitee
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to, or in defense of any claim, issue or matter therein,
indemnification (unless ordered by a court) is proper only if it is determined
that the indemnitee has met the applicable standards quoted above (1) by
majority vote of the directors who are not parties to such action, suit or
proceeding, even though they constitute less than a quorum, or (2) if a
majority of disinterested directors, even though they constitute less than a
quorum, so directs, by independent legal counsel in a written opinion, or (3)
by the shareholders. Section 145 further provides that its provisions
respecting indemnification shall not be deemed exclusive of any nonstatutory
indemnification right.
Article Ninth of the Company's Certificate of Incorporation (the
"Certificate") provides for indemnification, to the fullest extent authorized
by Delaware law (as currently in effect or, to the extent indemnification is
broadened, as it may be amended), for each person who was or is made a party
to, or is involved in,
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any action, suit or proceeding by reason of the fact that such person is or was
a director or officer of the Company (or was serving at the request of the
Company as a director, officer, partner, member or trustee of another entity).
Such indemnification extends to all expense, liability or loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
to be paid in settlement) reasonably incurred by such person in connection
therewith. Article Ninth provides that rights conferred thereby are contract
rights and are not exclusive of any other rights that the indemnitee may
acquire under any statute, provision of the Certificate or By-Laws of the
Company, agreement, vote of shareholders or disinterested directors, or
otherwise.
The Company also maintains an insurance policy for directors and
officers liability, as authorized by Section 145 of the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Certificate of Incorporation of Registrant (filed as
Exhibits 3.1 and 4.1 to the Form 10-K filed with the
Commission on April 27, 1994, and incorporated herein
by reference)
4.2 Bylaws of Registrant (filed as Exhibits 3.2 and 4.2
to the Form 10-K and filed with the Commission on
April 27, 1994, and incorporated herein by reference)
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Exhibit No. Description
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4.3 Rights Agreement between Registrant and C & S/Sovran
Trust Company (Georgia), N.A., as amended March 14,
1991 and restated as of April 2, 1991 (filed as
Exhibit 4.3 to the Form 10-K filed with the Commission
on April 27, 1994, and incorporated herein by
reference)
4.4 Amendment to Rights Agreement between Registrant and
NationsBank of Georgia, N.A. (formerly C & S/Sovran
Trust Company [Georgia], N.A.) dated June 25, 1992
(filed as Exhibit 4.4 to the Form 10-K filed with the
Commission on April 27, 1994, and incorporated herein
by reference)
4.5 Agreement between Registrant and Continental Stock
Transfer and Trust Company (as Rights Agent) dated as
of July 16, 1992 (filed as Exhibit 4.5 to the Form
10-K filed with the Commission on April 27, 1994, and
incorporated herein by reference)
4.6 Note Purchase Agreement between Registrant and
Nationwide Life Insurance Company, West Coast Life
Insurance Company, Financial Horizons Insurance
Company, Farmland Life Insurance Company and
Wisconsin Healthcare Liability Insurance Plan ("Note
Purchase Agreement") dated as of January 15, 1992
(filed as Exhibit 4.6 to the Form 10-K filed with the
Commission on April 27, 1994, and incorporated herein
by reference)
4.7 Amendment to Note Purchase Agreement dated as of
November 4, 1992 (filed as Exhibit 4.7 to the Form
10-K filed with the Commission on April 27, 1994, and
incorporated herein by reference)
4.8 Credit Agreement among Registrant and NationsBank of
Georgia, N.A., as Agent and Lenders as Signatories
Hereto dated as of September 20, 1993 (filed as
Exhibit 4.8 to the Form 10-K filed with the Commission
on April 27, 1994, and incorporated herein by
reference)
5.1 Opinion of Donahue, Gallagher, Woods & Wood
23.1 Consent of Price Waterhouse LLP
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Exhibit No. Description
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23.2 Consent of Donahue, Gallagher, Woods & Wood (included
in Exhibit 5.1)
24.1 Power of Attorney (included on page 12 of this
Registration Statement)
Item 9. Undertakings.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, a post-effective amendment
to the 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) that, individually or in
the aggregate, represent a fundamental change in the information set forth in
the 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)
do not apply if 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 Exchange Act that are
incorporated by reference in the Registration Statement;
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(2) That, for purposes 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 that remain
unsold at the termination of the offering;
(4) 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 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;
(5) To deliver or cause to be delivered with the
Prospectus to each participant to whom the Prospectus is sent or given, a copy
of the Registrant's annual report to shareholders for its latest fiscal year,
unless such participant otherwise has received a copy of such report, in which
case the Registrant shall promptly furnish, without charge, a copy of such
report on written request of the participant; and
(6) To transmit or cause to be transmitted to all
participants in the Plan who do not otherwise receive such material as
shareholders of the Registrant, at the time and in
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the manner such material is sent to its shareholders, copies of all reports,
proxy statements and other communications distributed to its shareholders
generally.
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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 the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tupelo, State of Mississippi, on the 8th day of
September, 1994.
HANCOCK FABRICS, INC.
(Registrant)
By /s/ Morris O. Jarvis
-----------------------------------
Morris O. Jarvis
Chairman of the Board,
Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Morris O. Jarvis, Larry G. Kirk and Jack
W. Busby, Jr. and each of them, as true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign the Registration Statement
and any or all amendments (including post-effective amendments) to the
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
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thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons, in the
capacities indicated, in the City of Tupelo, State of Mississippi, on the 8th
day of September, 1994.
<TABLE>
<CAPTION>
Signatures Title
----------- -----
<S> <C>
/s/ Morris O. Jarvis Chairman of the Board, Chief Executive Officer and
- --------------------------------------------------- Director (Principal Executive Officer)
Morris O. Jarvis
/s/ Larry G. Kirk President, Chief Financial Officer and Director
- --------------------------------------------------- (Principal Financial Officer)
Larry G. Kirk
/s/ Don L. Fruge Director
- ---------------------------------------------------
Don L. Fruge
Director
- ---------------------------------------------------
Ivan Owen
/s/ D. L. Weaver Director
- ---------------------------------------------------
Donna L. Weaver
</TABLE>
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LIST OF EXHIBITS
Exhibit No. Description
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4.1 Certificate of Incorporation of Registrant (filed as
Exhibits 3.1 and 4.1 to the Form 10-K filed with the
Commission on April 27, 1994, and incorporated herein
by reference)
4.2 Bylaws of Registrant (filed as Exhibits 3.2 and 4.2
to the Form 10-K and filed with the Commission on
April 27, 1994, and incorporated herein by reference)
4.3 Rights Agreement between Registrant and C & S/Sovran
Trust Company (Georgia), N.A., as amended March 14,
1991 and restated as of April 2, 1991 (filed as
Exhibit 4.3 to the Form 10-K filed with the Commission
on April 27, 1994, and incorporated herein by
reference)
4.4 Amendment to Rights Agreement between Registrant and
NationsBank of Georgia, N.A. (formerly C & S/Sovran
Trust Company [Georgia], N.A.) dated June 25, 1992
(filed as Exhibit 4.4 to the Form 10-K filed with the
Commission on April 27, 1994, and incorporated herein
by reference)
4.5 Agreement between Registrant and Continental Stock
Transfer and Trust Company (as Rights Agent) dated as
of July 16, 1992 (filed as Exhibit 4.5 to the Form
10-K filed with the Commission on April 27, 1994, and
incorporated herein by reference)
4.6 Note Purchase Agreement between Registrant and
Nationwide Life Insurance Company, West Coast Life
Insurance Company, Financial Horizons Insurance
Company, Farmland Life Insurance Company and
Wisconsin Healthcare Liability Insurance Plan ("Note
Purchase Agreement") dated as of January 15, 1992
(filed as Exhibit 4.6 to the Form 10-K filed with the
Commission on April 27, 1994, and incorporated herein
by reference)
4.7 Amendment to Note Purchase Agreement dated as of
November 4, 1992 (filed as Exhibit 4.7 to the Form
10-K filed with the Commission on
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Exhibit No. Description
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April 27, 1994, and incorporated herein by reference)
4.8 Credit Agreement among Registrant and NationsBank of
Georgia, N.A., as Agent and Lenders as Signatories
Hereto dated as of September 20, 1993 (filed as
Exhibit 4.8 to the Form 10-K filed with the Commission
on April 27, 1994, and incorporated herein by
reference)
5.1 Opinion of Donahue, Gallagher, Woods & Wood
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Donahue, Gallagher, Woods & Wood (included
in Exhibit 5.1)
24.1 Power of Attorney (included on page 12 of this
Registration Statement)
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EXHIBIT 5.1
LAW OFFICES OF
DONAHUE, GALLAGHER, WOODS & WOOD
1900 KAISER CENTER
300 LAKESIDE DRIVE
OAKLAND, CALIFORNIA 94612-3570
MAILING ADDRESS
P.O. BOX 12979
OAKLAND, CALIFORNIA 94604-2979
TELEPHONE FACSIMILE
(510) 451-0544 (510) 832-1486
September 9, 1994
Hancock Fabrics, Inc.
3406 West Main Street
Tupelo, Mississippi 38801
Gentlemen:
Re: Registration Statement on Form S-8
This opinion is rendered in connection with the Registration Statement
on Form S-8 (the "Registration Statement") of Hancock Fabrics, Inc. (the
"Company") to be submitted for filing with the Securities and Exchange
Commission on September 9, 1994. The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "Act"), of
50,000 shares of the Company's common stock issuable to nonemployee directors
of the Company under the terms of the Company's 1991 Stock Compensation Plan
for Nonemployee Directors (the "Plan"), 50,000 common stock purchase rights
attached thereto (the "Rights") and 50,000 shares of the Company's common stock
issuable upon exercise of the Rights. This opinion is delivered in connection
with the requirements of Item 601(b)(5) of Regulation S-K applicable to the
Act.
We have examined such corporate records of the Company and other
documents as in our judgment are necessary or appropriate to enable us to
render this opinion, including the following documents, together with all
exhibits and schedules to said documents:
(a) The Registration Statement, including the Prospectus
materials for distribution to participants in accordance therewith (the
"Prospectus");
<PAGE> 2
Hancock Fabrics, Inc.
September 9, 1994
Page 2
(b) The Company's Certificate of Incorporation;
(c) The Company's By-Laws; and
(d) Originals or copies otherwise identified to our satisfaction
of certificates and written advices from public officials of the State of
Delaware and from officers of the Company.
In our examination of these documents, we have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
reliance upon the foregoing and upon the basis of our consideration of such
matters of fact and law as we may have deemed relevant to the circumstances, we
are of the following opinions:
(1) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of Delaware;
(2) The shares of the Company's common stock and the Rights
referred to in the Registration Statement have been duly authorized for
issuance and, when issued, will be legally issued, fully paid and
nonassessable;
(3) The federal income tax consequences that may accrue to
participants and the Company as a result of participation in the Plan are as
set forth in the Company's 1992 Proxy Statement, which is made a part of the
Prospectus;
(4) The Plan (not being a pension, profit-sharing or stock bonus
plan) is not qualified under Section 401(a) of the Internal Revenue Code; and
(5) The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
prior written consent. Notwithstanding
<PAGE> 3
Hancock Fabrics, Inc.
September 9, 1994
Page 3
the foregoing, we hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the use of our name in the Registration
Statement and in the Prospectus.
Very truly yours,
DONAHUE, GALLAGHER, WOODS & WOOD
By /s/ Gail P. Clark
------------------------------
Gail P. Clark
GPC/lr
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 4, 1994 which
appears on page 21 of the 1993 Annual Report to Shareholders of Hancock
Fabrics, Inc., which is incorporated in the Hancock Fabrics, Inc.'s Annual
Report on Form 10-K for the year ended January 30, 1994. We also consent to
the reference to us under the heading "Experts" in the prospectus materials
distributed to participants pursuant to such Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Memphis, Tennessee
September 8, 1994
