<PAGE>
As filed with the Securities and Exchange Commission on March 20, 1996
Registration No. 33-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INNOVO GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2928178
(State of other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
27 North Main Street
Springfield, Tennessee 37172
(615) 384-0100
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Individual Consultant Stock Purchase Plans (1996-A, 1996-B and 1996-C)
(Full Title of the Plan)
Patricia Anderson-Lasko
INNOVO GROUP INC.
27 North Main Street
Springfield, Tennessee 37172
(615) 384-0100
(Address, including zip code, and telephone number,
including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Proposed Maximum
Title of each class of Amount to be Aggregate Amount of Registration
securities to be registered registered Offering Price Fee
Common Stock, par value $.01 per share 139,610 (1) $ 58,898 (2) $ 100.00 (3)
============================================= =================== ============================= ==============================
<FN>
(1) Represents shares of common stock to be offered to consultants upon the
effectiveness of this registration statement pursuant to the 1996- A,
1996-B and 1996-C Individual Consultant Stock Purchase plans (the
"Plans").
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, computed on the
basis of $.421875 per share, representing the price at which the
securities may be purchased under the Plans. The average of the closing
bid and asked prices as reported on the NASDAQ on March 15, 1996 was
$.4375.
(3) Minimum fee. The filing fee is being paid by a reduction of the restricted
available balance in the registrant's filing fees account (account number
0000844143).
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 1. Plan Information
This registration statement (the "Registration Statement") relates to
the offer and issuance of shares of the common stock, $.01 par value per share
(the "Common Stock") of Innovo Group Inc. (the "Company) to Sheyrl Rentz,
Patrick Zummo, and Michael L. Landrum (collectively the "Consultants") pursuant
to the terms, respectively, of the Company's 1996-A, 1996-B and 1996-C
Individual Consultant Stock Purchase Plans (the "Plans"). Pursuant to the terms
of the Plans, the Consultants are to be offered the opportunity to purchase
23,177 shares, 101,004 shares, and 15,429 shares, respectively, of the Company's
Common Stock at a price of $.421875 per share, payable in the form of offsets
against amounts owed to each Consultant by the Company for services rendered or
to be rendered.
The foregoing information relating to the provisions of the Plans is
intended to provide a summary thereof and does not purport to be a complete
description of the Plans. The summary should be read in conjunction with the
Plans, which have been filed as exhibits 10.1, 10.2 and 10.3 hereto and are
incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Information
Each of the Consultants has been provided with copies of the documents
incorporated herein by reference in Part II, Item 3 and has been advised by the
Company in writing that such documents will continue to be available to the
Consultant, without charge, upon the Consultant's request to the Company's
offices at 27 North Main Street, Springfield, Tennessee, 37172, telephone
615-384-0100.
Item 3. Incorporation of Documents by Reference
The following documents or portions thereof filed by the Company with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year
ended October 31, 1995;
(ii) The Company's Current Report on Form 8-K dated
January 29, 1996.
(iii) The description of the Company's Common Stock which is
contained in the Company's registration statement filed
under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15 (d) of the Exchange Act after the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all such
II - 1
<PAGE>
securities remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement. Each document incorporated into this
Registration Statement by reference shall be deemed to be a part hereof from the
date of filing such document with the Commission until the information contained
therein is superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware Corporation. Under Section 145 of the
Delaware General Corporation Law, a corporation may indemnify any of its
directors and officers against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding (i) if any such person
acted in good faith and in a manner reasonably believed to be in or not opposed
to be the best interests of the corporation, and (ii) in connection with any
criminal action or proceeding if such person had no reasonable cause to believe
such conduct was unlawful. In actions brought by or in the right of the
corporation, however, Section 145 provides that no indemnification may be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of such
persons's duty to the corporation unless, and only to the extent that, the Court
of Chancery of the State of Delaware or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in review of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper. Article Nine of the Company's
Amended and Restated Certificate of Incorporation requires that the Company
indemnify its directors and officers for certain liabilities incurred in the
performance of their duties on behalf of the Company to the fullest extent
allowed by Delaware law.
The Company's Amended and Restated Certificate of Incorporation
relieves its directors from personal liability to the Company or to stockholders
for breach of any such director's fiduciary duty as a director to the fullest
extent permitted by the Delaware General Corporation Law. Under Section
102(b)(7) of the Delaware General Corporation Law, a corporation may relieve its
directors from personal liability to such corporation or its stockholders for
monetary damages fore any breach of their fiduciary duty as directors except (i)
for a breach of the duty of loyalty, (ii) for failure to act in good faith,
(iii) for intentional misconduct or knowing violation of law, (iv) for willful
or negligent violations of certain provisions of the Delaware General
Corporation Law imposing certain requirements with respect to stock repurchases,
redemptions and dividends, or (v) for any transaction from which the director
derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("the Securities Act") may be permitted to directors, officers or
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
II - 2
<PAGE>
<TABLE>
<CAPTION>
Item 8. Exhibits
Exhibit
Number Description Reference No.
<S> <C> <C>
3.1 Form of Amended and Restated Certificate of Incorporation* 3.1 (3)
3.2 Amended and Restated By-Laws of the Company * 4.2 (2)
4.1 Specimen Stock Certificate* 4.1 (1)
5 Opinion of Holland & Knight
10.1 Form of 1996-A Individual Consultant Stock Purchase Plan
10.2 Form of 1996-B Individual Consultant Stock Purchase Plan
10.3 Form of 1996-C Individual Consultant Stock Purchase Plan
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Holland & Knight (included in Exhibit 5 to this
Registration Statement)
<FN>
* Certain of the exhibits in this registration statement, indicted by
asterisk, are incorporated by reference to other documents on file with
the Commission with which they were physically filed, to be part hereof
as of their respective dates. Documents to which reference is made are
as follows:
(1) Amendment No. 4 to Registration Statement on Form S-18
(No. 33-25912-NY) of Elorac Corporation Filed October 4, 1990.
(2) Current Report on Form 8-K of Innovo Group Inc. (file no. 0-18926)
dated May 10, 1993 filed May 12, 1993.
(3) Annual Report on Form 10-K of Innovo Group Inc. (file no. 0-18926)
for the year ended October 31, 1995.
</FN>
</TABLE>
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 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.
II - 3
<PAGE>
(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.
(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, 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 into this 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II - 4
<PAGE>
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 Springfield, Tennessee on March 19, 1996.
INNOVO GROUP INC.
By: /s/ Patricia Anderson-Lasko
---------------------------------
Patricia Anderson-Lasko
Chairman of the Board, President and
Chief Executive Officer
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Patricia Anderson-Lasko Chairman of the Board, March 19, 1996
- -------------------------------------
Patricia Anderson-Lasko President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Terrance Bond Controller (Chief Accounting March 19, 1996
- --------------------------------------- Officer)
Terrance Bond
/s/ Reino C. Lanto, Jr. Director March 19, 1996
- ---------------------------------------
Reino C. Lanto, Jr.
/s/ Felix Lee Director March 19, 1996
- ---------------------------------------
Felix Lee
/s/Alexander K. Miller Director March 19, 1996
- ----------------------------------------
Alexander K. Miller
/s/ Marvin N. Williamson Director March 19, 1996
- -------------------------------------
Marvin N. Williamson
</TABLE>
II - 5
<PAGE>
Holland & Knight
Fifteenth Floor, Two Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309-3209
Telephone 404-898-8000
Facsimile 404-898-8107
March 20, 1996
Board of Directors
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
Ladies and Gentlemen:
We have acted as special counsel to Innovo Group Inc., a Delaware
corporation (the "Company"), in connection with certain matters pertaining to
the Company's filing with the Securities and Exchange Commission (the
"Commission"), pursuant to the Securities Act of 1933, as amended (the "Act") of
its Registration Statement on Form S-8 (the "Registration Statement"), covering
the Company's 1996-A, 1996-B and 1996-C Individual Consultant Stock Purchase
Plans (the "Plans"). The Registration Statement covers the offer and sale of up
to 139,610 shares (the "Shares") of the common stock of the Company under the
Plans. This opinion is furnished to you for filing with the Commission as
Exhibit 5 to the Registration Statement.
This opinion letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion
Committee and Banking Law Section of the State Bar of Georgia, which
Interpretive Standards are incorporated in this opinion letter by reference.
Capitalized terms used in this opinion letter and not otherwise defined herein
shall have the meanings assigned to such terms in the Interpretive Standards.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of such originals or copies, certified or
otherwise identified to our satisfaction, of the records and documents of the
Company, certificates of officers and representatives of the Company,
certificates of public officials and such other documents as we deemed
appropriate as a basis for the opinions hereinafter set forth.
Based upon the forgoing, it is our opinion that the Shares, when sold
and paid for in accordance with the terms of the Plans, will be validly issued,
fully paid, and nonassessable.
The opinion expressed herein is limited to the General Corporation Law
of the State of Delaware. Without limiting the generality of the foregoing, we
express no opinion herein relative to compliance with the Act or with respect to
the laws of any other state.
<PAGE>
Holland & Knight
Board of Directors
Innovo Group Inc.
March 20, 1996
Page 2
We hereby consent to the use of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the related prospectuses. This opinion letter may not be relied upon
by any other person or for any other purpose without our prior written consent.
In giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
Holland & Knight
By: /s/
Jerry Sims
<PAGE>
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
March , 1996
Ms. Sheryl Rentz
111 Presidential Boulevard
Suite 109
Bala Cynwyd, Pennsylvania 19004
Dear Ms. Rentz
1996-A Individual Consultant Stock Purchase Plan
The following letter sets forth the terms and conditions under which
you are hereby offered the opportunity to purchase shares of the common stock,
par value $.01 per share (the "Common Stock") of Innovo Group Inc. (the
"Company") pursuant to the 1996-A Individual Consultant Stock Purchase Plan (the
"Plan"). THIS LETTER CONSTITUTES PART OF A PROSPECTUS COVERING THE OFFERING AND
ISSUANCE OF THESE SHARES THAT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 ("THE ACT").
1. Number of Shares. Pursuant to the Plan, you will be allowed to
purchase up to 23,177 shares (the "Shares") of Common Stock.
2. Purchase Price. The purchase price for the Shares will be $.421875
per share.
3. Manner of Payment of Purchase Price. The purchase price for any of
the Shares purchased shall be paid by offset against amounts owed
to you by the Company for services you have rendered to the
Company.
4. Term. You may purchase Shares under the Plan until 5:00 pm,
Tennessee time, on March 31, 1996.
5. Manner of Purchase. You may purchase Shares by completing and
returning to the Company, attention Schren L. Head, Secretary, the
Purchase Form attached hereto.
6. Registration Under the Act. The Company has filed with the
Securities and Exchange Commission (the "Commission") and had
declared effective under the Act a registration statement on Form
S-8 (the "Registration Statement"). The Company is, together with
this letter, providing you with a copy of the Registration
Statement.
7. Available Information; Incorporation by Reference. The Company is
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, other reports, and
proxy statements with the Commission. Such reports, proxy
statements and other information can be inspected and copied at
prescribed rates at the public
<PAGE>
Ms. Sheryl Rentz
Page 2
reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048; and Chicago Regional
Office, 3190 Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies thereof can also be
obtained from the Public Reference Room of the Commission, 450
Fifth Street, N.W., Washington, D.C. 29549.
The following documents filed by the Company under the Exchange Act
are incorporated herein, and in the Registration Statement, by
reference: (i) the Company's Annual Report on Form 10-K for the
year ended October 31, 1995, (ii) the Company's Current report on
Form 8-K dated January 29, 1996, and (iii) all documents which the
Company may subsequently file pursuant to Sections 13(a), 13(d) 14
and 15 of the Exchange Act until such time as the Company files a
post-effective amendment to the Registration Statement which
indicates that all securities offered have been sold or which
deregisters all such securities remaining unsold.
Copies of the documents described in (i) and (ii) above have been
delivered to you together herewith, and copies of the documents
described in (iii) above, when filed, may be obtained without
charge by written or oral request to Schren L. Head, Secretary,
Innovo Group Inc., 27 North Main Street, Springfield, Tennessee
37172, telephone 615-384-0100.
Sincerely,
Innovo Group Inc.
By:
Patricia Anderson-Lasko
Chairman\President\CEO
<PAGE>
Purchase Form
Innovo Group Inc. 1996-A Individual Consultant Stock Purchase Plan
Schren L. Head, Secretary
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
Dear Ms. Head
Pursuant to the 1996-A Individual Consultant Stock Purchase Plan, I
hereby elect to purchase Shares, at a per share price of $.421875 for an
aggregate price of $ . The aggregate purchase price is hereby tendered in the
form of an offset against amounts owed to me by the company for services
rendered.
Signed:
Name:
Date:
<PAGE>
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
March , 1996
Mr. Patrick Zummo
2603 Augusta
Suite 1200
Houston, Texas 77057
Dear Mr. Zummo
1996-B Individual Consultant Stock Purchase Plan
The following letter sets forth the terms and conditions under which
you are hereby offered the opportunity to purchase shares of the common stock,
par value $.01 per share (the "Common Stock") of Innovo Group Inc. (the
"Company") pursuant to the 1996-B Individual Consultant Stock Purchase Plan (the
"Plan"). THIS LETTER CONSTITUTES PART OF A PROSPECTUS COVERING THE OFFERING AND
ISSUANCE OF THESE SHARES THAT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 ("THE ACT").
1. Number of Shares. Pursuant to the Plan, you will be allowed to
purchase up to 101,004 shares (the "Shares") of Common Stock.
2. Purchase Price. The purchase price for the Shares will be $.421875
per share.
3. Manner of Payment of Purchase Price. The purchase price for any of
the Shares purchased shall be paid by offset against amounts owed
to you by the Company for services you have rendered or will render
to the Company.
4. Term. You may purchase Shares under the Plan until 5:00 pm,
Tennessee time, on March 31, 1996.
5. Manner of Purchase. You may purchase Shares by completing and
returning to the Company, attention Schren L. Head, Secretary, the
Purchase Form attached hereto.
6. Registration Under the Act. The Company has filed with the
Securities and Exchange Commission (the "Commission") and had
declared effective under the Act a registration statement on Form
S-8 (the "Registration Statement"). The Company is, together with
this letter, providing you with a copy of the Registration
Statement.
7. Available Information; Incorporation by Reference. The Company is
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, other reports, and
proxy statements with the Commission. Such reports, proxy
statements and other information can be inspected and copied at
prescribed rates at the public
<PAGE>
Mr. Patrick Zummo
Page 2
reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048; and Chicago Regional
Office, 3190 Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies thereof can also be
obtained from the Public Reference Room of the Commission, 450
Fifth Street, N.W., Washington, D.C. 29549.
The following documents filed by the Company under the Exchange Act
are incorporated herein, and in the Registration Statement, by
reference: (i) the Company's Annual Report on Form 10-K for the
year ended October 31, 1995, (ii) the Company's Current report on
Form 8-K dated January 29, 1996, and (iii) all documents which the
Company may subsequently file pursuant to Sections 13(a), 13(d) 14
and 15 of the Exchange Act until such time as the Company files a
post-effective amendment to the Registration Statement which
indicates that all securities offered have been sold or which
deregisters all such securities remaining unsold.
Copies of the documents described in (i) and (ii) above have been
delivered to you together herewith, and copies of the documents
described in (iii) above, when filed, may be obtained without
charge by written or oral request to Schren L. Head, Secretary,
Innovo Group Inc., 27 North Main Street, Springfield, Tennessee
37172, telephone 615-384-0100.
Sincerely,
Innovo Group Inc.
By:
Patricia Anderson-Lasko
Chairman\President\CEO
<PAGE>
Purchase Form
Innovo Group Inc. 1996-B Individual Consultant Stock Purchase Plan
Schren L. Head, Secretary
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
Dear Ms. Head
Pursuant to the 1996-B Individual Consultant Stock Purchase Plan, I
hereby elect to purchase Shares, at a per share price of $.421875, for an
aggregate price of $ . The aggregate purchase price is hereby tendered in the
form of an offset against amounts owed to me by the company for services
rendered.
Signed:
Name:
Date:
<PAGE>
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
March , 1996
Mr. Michael L Landrum
450 Gears
Sixth Floor
Houston, Texas 77067
Dear Mr. Landrum
1996-C Individual Consultant Stock Purchase Plan
The following letter sets forth the terms and conditions under which
you are hereby offered the opportunity to purchase shares of the common stock,
par value $.01 per share (the "Common Stock") of Innovo Group Inc. (the
"Company") pursuant to the 1996-C Individual Consultant Stock Purchase Plan (the
"Plan"). THIS LETTER CONSTITUTES PART OF A PROSPECTUS COVERING THE OFFERING AND
ISSUANCE OF THESE SHARES THAT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 ("THE ACT").
1. Number of Shares. Pursuant to the Plan, you will be allowed to
Purchase up to 15,429 shares (the "Shares") of Common Stock.
2. Purchase Price. The purchase price for the Shares will be $.421875
per share.
3. Manner of Payment of Purchase Price. The purchase price for any of
the Shares purchased shall be paid by offset against amounts owed
to you by the Company for services you have rendered to the
Company.
4. Term. You may purchase Shares under the Plan until 5:00 pm,
Tennessee time, on March 31, 1996.
5. Manner of Purchase. You may purchase Shares by completing and
returning to the Company, attention Schren L. Head, Secretary, the
Purchase Form attached hereto.
6. Registration Under the Act. The Company has filed with the
Securities and Exchange Commission (the "Commission") and had
declared effective under the Act a registration statement on Form
S-8 (the "Registration Statement"). The Company is, together with
this letter, providing you with a copy of the Registration
Statement.
7. Available Information; Incorporation by Reference. The Company is
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, other reports, and
proxy statements with the Commission. Such reports, proxy
statements and other information can be inspected and copied at
prescribed rates at the public
<PAGE>
Mr. Michael L. Landrum
Page 2
reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048; and Chicago Regional
Office, 3190 Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies thereof can also be
obtained from the Public Reference Room of the Commission, 450
Fifth Street, N.W., Washington, D.C. 29549.
The following documents filed by the Company under the Exchange Act
are incorporated herein, and in the Registration Statement, by
reference: (i) the Company's Annual Report on Form 10-K for the
year ended October 31, 1995, (ii) the Company's Current report on
Form 8-K dated January 29, 1996, and (iii) all documents which the
Company may subsequently file pursuant to Sections 13(a), 13(d) 14
and 15 of the Exchange Act until such time as the Company files a
post-effective amendment to the Registration Statement which
indicates that all securities offered have been sold or which
deregisters all such securities remaining unsold.
Copies of the documents described in (i) and (ii) above have been
delivered to you together herewith, and copies of the documents
described in (iii) above, when filed, may be obtained without
charge by written or oral request to Schren L. Head, Secretary,
Innovo Group Inc., 27 North Main Street, Springfield, Tennessee
37172, telephone 615-384-0100.
Sincerely,
Innovo Group Inc.
By:
Patricia Anderson-Lasko
Chairman\President\CEO
<PAGE>
Purchase Form
Innovo Group Inc. 1996-C Individual Consultant Stock Purchase Plan
Schren L. Head, Secretary
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
Dear Ms. Head
Pursuant to the 1996-C Individual Consultant Stock Purchase Plan, I
hereby elect to purchase Shares, at a per share price of $.421875, for an
aggregate price of $ . The aggregate purchase price is hereby tendered in the
form of an offset against amounts owed to me by the company for services
rendered.
Signed:
Name:
Date:
<PAGE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
Board of Directors
Innovo Group Inc.
We hereby consent to the incorporation by reference in this
Registration Statement and the Prospectus constituting a part of this
Registration Statement of our report dated January 26, 1996 relating to the
consolidated financial statements and schedule of Innovo Group Inc., and
subsidiaries appearing in the Company's Annual Report on Form 10-K for the year
ended October 31, 1995.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
/s/ BDO Seidman, LLP
--------------------
BDO Seidman, LLP
Atlanta, Georgia
March 7, 1996
<PAGE>
