<PAGE> 1
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 including zip code)
HANCOCK FABRICS, INC. 1995 RESTRICTED STOCK PLAN
(Full title of the plan)
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Bruce D. Smith, Senior Vice President
and Chief Financial Officer
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, LLP
1900 Kaiser Center
300 Lakeside Drive
Oakland, California 94612-3570
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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 2,000,000 $12.5625 $25,125,000 $7,614
($.01 par value) ------- ---------- ------
Common Stock 1,000,000
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 the New York Stock Exchange on
July 22, 1997, as reported in The Wall Street Journal.
2
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
ITEM 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
Hancock Fabrics, Inc. (the "Company") incorporates herein by reference
the following documents filed with the Commission (File No. 1-9482):
(a) The registration statement on Form 10 filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including the description contained therein of common stock to be
offered under the 1995 Restricted Stock Plan (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
Registration Statement, the Company's annual reports to shareholders are not to
be deemed filed as part hereof).
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 deregistering 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 be incorporated by reference
herein shall be deemed to be
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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 herein (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference herein into the information incorporated herein).
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, LLP, counsel for the Company, 1900 Kaiser
Center, 300 Lakeside Drive, Oakland, California 94612-3570. As of July 15,
1997, 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 disclaimed). George J. Barron, Gail P. Clark,
and Andrew F. Lafrenz, partners of that firm, and Bruce D. Gillies, of counsel
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to that firm, each hold the offices of Assistant Vice President and Assistant
Secretary of the Company.
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 the person 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 the person in connection with such suit,
action or proceeding "if the person acted in good faith and in a manner the
person 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 the person's 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 favor by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was
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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 the person in connection with the defense or settlement of such
action or suit "if the person acted in good faith and in a manner the person
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 there are no such directors, or if
such directors so direct, 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, 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,
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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 insurance, as authorized by Section 145 of the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Certificate of Incorporation of Registrant (previously filed as Exhibits 3.1 and 4.1
to the Form 10-K filed with the Commission on April 27, 1992, and incorporated herein
by reference).
4.2 Bylaws of Registrant (previously filed as Exhibits 3.2 and 4.2 to the Form 10-K and
filed with the Commission on April 22, 1996, 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 (previously filed as
Exhibit 4.3 to the Form 10-K filed with the Commission on April 26, 1991, and
incorporated herein by reference).
4.4 Amendment to Rights Agreement between Registrant and NationsBank of Georgia, N.A.
</TABLE>
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<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
(formerly C & S/Sovran Trust Company [Georgia], N.A.) dated June 25, 1992 (previously
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 (previously filed as Exhibit 4.5 to the
Form 10-K filed with the Commission on April 26, 1993, and incorporated herein by
reference).
4.6 Credit Agreement among Registrant and NationsBank of Georgia, N.A., as Agent and
Lenders as Signatories Hereto dated as of September 20, 1993 (previously 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, LLP as to the legality of the shares
being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Donahue, Gallagher, Woods & Wood, LLP (included in Exhibit 5.1 to the
Registration Statement.)
24.1 Power of Attorney (included on page II-9 of the Registration Statement.)
</TABLE>
Item 9. Undertakings.
(a) 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 of 1933 (the "Securities Act");
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<PAGE> 10
(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; 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 (a)(1)(i) and (a)(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 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; and
(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.
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(b) The 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 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 in the opinion of the 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.
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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 July 28,
1997.
HANCOCK FABRICS, INC.
(Registrant)
By /s/ Larry G. Kirk
------------------------------
Larry G. Kirk,
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 Larry G. Kirk, Jack W. Busby, Jr. and Bruce D.
Smith 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 thing requisite and
necessary to be done in and about the premises, as fully to all
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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 July
28, 1997.
Signatures Title
---------- -----
/s/ Larry G. Kirk Chairman of the Board,
- ------------------------------ Chief Executive Officer
Larry G. Kirk and Director
(Principal Executive Officer)
/s/ Bruce D. Smith Senior Vice President and
- ------------------------------ Chief Financial Officer
Bruce D. Smith (Principal Financial Officer)
/s/ Jack W. Busby, Jr. President, Chief Operating Officer
- ------------------------------ and Director
Jack W. Busby, Jr.
/s/ R. Randolph Devening Director
- ------------------------------
R. Randolph Devening
Director
- ------------------------------
Don L. Fruge
/s/ Donna L. Weaver Director
- ------------------------------
Donna L. Weaver
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EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Certificate of Incorporation of Registrant (previously filed as Exhibits 3.1 and 4.1
to the Form 10-K filed with the Commission on April 27, 1992, and incorporated herein
by reference).
4.2 Bylaws of Registrant (previously filed as Exhibits 3.2 and 4.2 to the Form 10-K and
filed with the Commission on April 22, 1996, 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 (previously filed as
Exhibit 4.3 to the Form 10-K filed with the Commission on April 26, 1991, 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 (previously
filed as Exhibit 4.4 to the Form 10-K filed with the Commission on April 26, 1993, 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 (previously 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 Credit Agreement among Registrant and NationsBank of Georgia, N.A., as Agent and
Lenders as Signatories Hereto dated as of September 20, 1993 (previously 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, LLP as to the legality of the shares
being registered.
23.1 Consent of Price Waterhouse LLP.
</TABLE>
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<TABLE>
Exhibit No. Description
----------- -----------
<S> <C>
23.2 Consent of Donahue, Gallagher, Woods & Wood, LLP (included in Exhibit 5.1 to the
Registration Statement).
24.1 Power of Attorney (included on page II-9 of
the Registration Statement).
</TABLE>
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EXHIBIT 5.1
July 28th, 1997
Hancock Fabrics, Inc.
3406 West Main Street
Tupelo, Mississippi 38801
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Hancock Fabrics, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to 1 million shares of the Company's common stock (the
"Stock"), issuable under the terms of the Company's 1995 Restricted Stock Plan
as referenced in the Registration Statement, 1 million common stock purchase
rights attached thereto (the "Rights") and 1 million shares of the Stock
issuable upon exercise of the Rights.
In connection therewith, we have relied upon, among other things, our
examination of such documents, records of the Company, and certificates of its
officers and public officials, as we have deemed necessary for purposes of the
opinion expressed below.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
(i) The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Delaware; and
(ii) The Stock and Rights covered by the Registration Statement
have been duly authorized for issuance and, when issued
pursuant to the terms of the Plan, will be legally issued,
fully paid and nonassessable.
<PAGE> 2
Hancock Fabrics, Inc.
July 28, 1997
Page 2
This opinion is furnished to you solely for your benefit in connection
with Hancock Fabrics, Inc. July 28, 1997 the filing of the Registration
Statement and is not to be used, quoted or otherwise referred to for any other
purpose without our prior written consent. We hereby consent to the filing of
this opinion as Exhibit 5.1 to, and to the use of our name in, the Registration
Statement.
Very truly yours,
DONAHUE, GALLAGHER, WOODS & WOOD, LLP
By /s/ Gail P. Clark
-----------------------------------
Gail P. Clark
GPC:pjt
<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 7, 1997, which
appears on page 21 of the 1996 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 February 2, 1997.
PRICE WATERHOUSE LLP
Memphis, Tennessee
July 25, 1997
/s/ Price Waterhouse LLP
