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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
(State or other jurisdiction of incorporation or organization)
64-0740905
(I.R.S. Employer Identification No.)
3406 West Main Street
Tupelo, Mississippi 38801
(Address of principal executive offices including zip code)
HANCOCK FABRICS, INC. STOCK
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of 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:
SAMUEL D. CHAFETZ, ESQ
Waring Cox, PLC
50 North Front Street, Suite 1300
Memphis, Tennessee 38103
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CALCULATION OF REGISTRATION FEE
Title Of Securities To Be Registered: Common Stock ($.01 par value)
Amount To Be Registered: 100,000
Proposed Maximum Offering Price Per Share: $3.285 (1)
Proposed Maximum Aggregate Offering Price: $328,500 (1)
Amount of Registration Fee: $82.13
(1) Estimated solely for the purposes 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
December 21, 2000, as reported in the Wall Street Journal.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Pursuant to General Instruction E of Form S-8, Hancock Fabrics, Inc.
("Hancock") hereby incorporates by reference the contents of the Companies'
registration statement on Form S-8 (No. 333-32299) as previously filed with the
Securities and Exchange Commission (the "Commission") on July 29, 1997. This
Registration Statement is being filed to register an additional 100,000 shares
of Common Stock subject to issuance under the Hancock Fabrics, Inc. Stock
Compensation Plan for Non-Employee Directors.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description
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4 Stock Compensation Plan for Non-Employee Directors
5 Opinion of Waring Cox PLC.
23.1 Consent of Waring Cox PLC (contained in opinion filed as
Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney (contained on page 3 hereof).
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tupelo, State of Mississippi, on this 27th day of
December 2000.
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HANCOCK FABRICS, INC.
(Registrant)
By: /s/ Larry G. Kirk
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Larry G. Kirk
Chairman of the Board and
Chief Executive Officer
By: /s/ Bruce D. Smith
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Bruce D. Smith
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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
authority to do so 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 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 December
27, 2000.
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Signature Title
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/s/ Larry G. Kirk Chairman of the Board, Chief
-------------------------------------- Executive Officer and Director
Larry G. Kirk
/s/ Jack W. Busby, Jr. President, Chief Operating Officer
-------------------------------------- and Director
Jack W. Busby, Jr.
/s/ Bruce D. Smith Senior Vice President and Chief
-------------------------------------- Financial Officer
Bruce D. Smith
/s/ R. Randolph Devening Director
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R. Randolph Devening
/s/ Don L. Fruge Director
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Don L. Fruge
/s/ Roger T. Knox Director
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Roger T. Knox
/s/ Donna L. Weaver Director
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Donna L. Weaver
EXHIBIT INDEX
Exhibit
Number Description
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4 Stock Compensation Plan for Non-Employee Directors
5 Opinion of Waring Cox PLC.
23.1 Consent of Waring Cox PLC (contained in opinion filed as
Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney (contained on page 3 hereof).
