As filed with the Securities and Exchange Commission on July 13, 2000.
Registration No. 333-
__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HAROLD'S STORES, INC.
(Name of registrant as specified in its charter)
Oklahoma 765 Asp Street 73-1308796
(State or jurisdiction ofNorman, Oklahoma 73069 (I.R.S. Employer
incorporation or organization)(405) 329-4045 Identification No.)
(Address, including zip code, and telephone number, including
area code, of registrant's Principal Executive Offices)
1993 PERFORMANCE AND EQUITY INCENTIVE PLAN
(Full title of the plan)
Jodi L. Taylor
765 Asp Street
Norman, Oklahoma 73069
(405) 329-4045
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
J. Bradford Hammond, Esq.
Crowe & Dunlevy, A Professional Corporation
500 Kennedy Building
321 South Boston
Tulsa, Oklahoma 74103-3133
(918) 592-9800
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Offering Maximum
Amount to Price Aggregate Amount of
Title of Securities to Be Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
Common Stock, par value
$0.01 per share 2,000,000 $3.00 $6,000,000 $1,584.00
(1)Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the average of the high
and low sales prices of the Common Stock as reported on the
American Stock Exchange on July 11, 2000.
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 33-68604) and Registration Statement on Form S-8 (File No. 33-63773),
relating to the Registrant's 1993 Performance and Equity Incentive Plan
(the "Plan"), are incorporated herein by reference. On June 22, 2000, the
shareholders of the Registrant approved the amendment of the Plan to
increase the number of shares of Common Stock issuable pursuant to the Plan
to a total of 3,000,000 shares. This Registration Statement has been filed
in accordance with General Instruction E to Form S-8 for the purpose of
registering the offer and sale of 2,000,000 additional shares of Common
Stock that may be issued or sold by the Registrant in connection with the
Plan.
For a list of exhibits filed as part of this Registration
Statement, see the Exhibit Index hereto.
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 Norman, State of Oklahoma on July 13, 2000.
HAROLD'S STORES, INC.
By: /s/ JODI L. TAYLOR
Jodi L. Taylor
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Position Date
/s/ HAROLD G. POWELL Chairman Emeritus July 13, 2000
Harold G. Powell
/s/ REBECCA POWELL Chairman of the July 13, 2000
CASEY Board of Directors
Rebecca Powell Casey and Chief Executive
Officer (Principal
Executive Officer)
/s/ H. RAINEY POWELL President, Chief July 13, 2000
H. Rainey Powell Operating Officer
and Director
/s/ JODI L. TAYLOR Chief Financial Officer July 13, 2000
Jodi L. Taylor (Principal Financial
and Accounting Officer)
/s/ ROBERT L. Director July 13, 2000
ANDERSON
Robert L. Anderson
/s/ MICHAEL T. CASEY Director July 13, 2000
Michael T. Casey
/s/ ROBERT B. CULLUM, Director July 13, 2000
JR.
Robert B. Cullum, Jr.
/s/ MARGARET A. Director July 13, 2000
GILLIAM
Margaret A. Gilliam
/s/ W. HOWARD LESTER Director July 13, 2000
W. Howard Lester
/s/ LEONARD M. SNYDER Director July 13, 2000
Leonard M. Snyder
/s/ WILLIAM F. Director July 13, 2000
WEITZEL, PH.D
William F. Weitzel,
Ph.D.
INDEX TO EXHIBITS
Exhibit
No. Description
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation
on legality of securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Crowe & Dunlevy, A Professional Corporation
(included in Exhibit 5.1).
EXHIBIT 5.1
July 11, 2000
Harold's Stores, Inc.
765 Asp Street
Norman, Oklahoma 73069
Re:Harold's Stores, Inc. - Registration Statement on
Form S-8 Relating to 2,000,000 Additional Shares
of Common Stock in Connection with the 1993
Performance and Equity Incentive Plan
Ladies and Gentlemen:
The Board of Directors of the Harold's Stores, Inc. (the
"Company") authorized and on June 22, 2000 the shareholders of
the Company approved the amendment of the Company's 1993
Performance and Equity Incentive Plan (the "Plan"), in part, to
increase the number of shares of common stock, $0.01 par value
per share ("Common Stock"), of the Company issuable pursuant to
the Plan to a total of 3,000,000 shares, for an increase of
2,000,000 shares (the "Additional Shares") from the previously
authorized amount (without giving effect to adjustments in
connection with prior stock dividends).
You have requested our advice with respect to the legality
of the Additional Shares issuable upon exercise of options that
may be granted pursuant to the Plan.
We have examined, and are familiar with, the originals or
copies, the authenticity of which have been established to our
satisfaction, of all documents and other instruments we have
deemed necessary to express the opinions hereinafter set forth.
We have assumed the accuracy and completeness of such documents
and instruments and of the information contained therein.
Based on the foregoing, and upon consideration of applicable
law, it is our opinion that the Additional Shares that may be
issued pursuant to the Plan will, upon payment therefor and
delivery thereof in accordance with the Plan, be validly issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit
to the above-captioned Registration Statement.
Respectfully submitted,
CROWE & DUNLEVY
A PROFESSIONAL CORPORATION
By: /s/ J. Bradford Hammond
J. Bradford Hammond
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated March 13, 2000, included in and incorporated by
reference in Harold's Stores, Inc. Form 10-K for the 52 week
period ending January 29, 2000.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
July 11, 2000
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Harold's Stores, Inc. of
our reports dated March 15, 1999, relating to the consolidated
balance sheet of Harold's Stores, Inc. and subsidiaries as of
January 30, 1999 and the related consolidated statements of
operations, stockholders' equity and cash flows, and the related
financial statement schedule for the 52 week periods ended
January 30, 1999 and January 31, 1998, which reports appear in
the Annual Report on Form 10-K of Harold's Stores, Inc. for the
fiscal year ended January 29, 2000.
KPMG LLP
Oklahoma City, Oklahoma
July 11, 2000
