As filed with the Securities and Exchange Commission on August 4, 1997
Registration No. 333-_____
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)
Stock Purchase Right Award
(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>
Proposed
Maximum
Title of each class Aggregate
of securities to be Amount to be Offering Amount of Registration
registered registered Price Fee
___________________ ____________ _________ ______________________
Common Stock, par value
</CAPTION>
<S> <C> <C> <C>
$.01 per share 4,000,000 (1) $1,125,000 (2) $387.93
</TABLE>
(1) Represents shares of common stock to be offered to the Company's chief
executive officer under the Stock Purchase Right Award ("the Award").
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, computed on the
basis of $.28125 per share, representing the price at which the securities may
be purchased under the Award. The average of the closing bid and asked prices
as reported on the NASDAQ on August 1, 1997 was $.53125.
<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
Patricia Anderson-Lasko pursuant to the terms of the Company's Stock
Purchase Right Award ("the Award"). Pursuant to the terms of the Award,
Ms. Anderson-Lasko, who is the Company's chairman, president and chief
executive officer, has been granted the right to purchase up to 4 million
shares of Common Stock at a per share price of $.28125 per share. The
Award is exercisable from April 30, 1997 until April 30, 2002, provided
that at the time of any exercise Ms. Anderson-Lasko is still employed by
the Company. Under the terms of the Award Ms. Anderson-Lasko may pay for
any shares purchased by the delivery of (i) cash or (ii) a non-recourse
promissory note ("a Note"), bearing no interest, due April 30, 2002. A
Note, if delivered, would be collateralized by the shares purchased
therewith, which shares would be forfeited to the extent the Note is not
paid on or before maturity, and would be payable (including prepayable)
in whole or in part, by delivery to the Company of (i) cash, or (ii)
other shares of the Common Stock that Ms. Anderson-Lasko has owned for a
period of at least six months, which shares would be credited against a
Note on the basis of the closing bid price for the Company's Common Stock
on the date of delivery. The Award is fully vested and is exercisable
until April 30, 2002 so long as Ms. Anderson-Lasko remains employed by
the Company. The termination of Ms. Anderson-Lasko's employment would
not affect her rights to any shares already purchased pursuant to the
Award, including the right to vote and receive dividends or distributions
with respect to those shares, including any shares collateralizing any
unpaid Note, except that any dividends or distributions made with respect
to shares collateralizing any unpaid Note will be held in the escrow to
be established for such shares and not until such time, if any, as such
Note is paid.
The foregoing information relating to the provisions of the Award is
intended to provide a summary thereof and does not purport to be a
complete description of the Award. The summary should be read in
conjunction with the Award, which has been filed as exhibit 10.1 hereto
and is incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Information
Ms. Anderson-Lasko 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 her, without charge, upon her request to the Company's
offices at 27 North Main Street, Springfield, Tennessee 37172, telephone
615-384-0100.
<PAGE>
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 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
November 30, 1997;
(ii) The Company's Current Report on Form 8-K dated March 14, 1997;
(iii)The Company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997;
(iv) The Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1997; and
(v) 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
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 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 view 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
for 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. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description Reference No.
_______ ___________ _____________
</CAPTION>
<C> <S> <S>
4.1 Specimen Stock Certificate (incorporated by reference 4.1 (3)
to Amendment No. 4 to Registration Statement on Form
S-18 (No. 33-25912-NY) of Elorac Corporation filed
November 12, 1993)
4.2 Stock Purchase Right Award dated April 14, 1997
5 Opinion of Nelson, Mullins, Riley & Scarborough, L.L.P.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Nelson, Mullins, Riley & Scarborough, L.L.P.
(included in Exhibit 5 to this Registration Statement)
</TABLE>
Item 8. 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.
(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.
<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
August 4, 1997.
INNOVO GROUP INC.
By:/s/ Patricia Anderson-Lasko
___________________________
Patricia Anderson-Lasko
Chairman of the Board, President and
Chief Executive 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.
Signature Title Date
_______________________________________________________________________
[S] [S] [S]
/s/Patricia Anderson-Lasko Chairman of the Board, August 4, 1997
___________________________ President, Chief Executive
Patricia Anderson-Lasko Officer and Director
(Principal Executive Officer)
/s/Terrance J. Bond Controller (Chief August 4, 1997
___________________________ Accounting Officer)
Terrance Bond
/s/Scott Parliament Director and Chief August 4, 1997
___________________________ Operating Officer
Scott Parliament
/s/ Eleanor V. Schwartz Director August 4, 1997
___________________________
Eleanor V. Schwartz
/s/ Alexander K. Miller Director August 4, 1997
___________________________
Alexander K. Miller
/s/ Marvin N. Williamson Director August 4, 1997
___________________________
Marvin N. Williamson
Nelson, Mullins, Riley & Scarborough, L.L.P.
NationsBank Corporate Center
Suite 3350
101 North Tryon Street
Charlotte, North Carolina 28202-4000
Phone 704-417-3000
Facsimile 704-377-4814
August 4, 1997
Board of Directors
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
Dear Sirs:
We have acted as counsel to Innovo Group Inc., a Delaware
corporation (the "Company"), in connection with certain matters
pertaining to the Company's filing today, with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities
Act of 1933, as amended (the "Act"), of a registration statement on
Form S-8 (the "Registration Statement") covering the Company's
Stock Purchase Right Award (the "Award"). The Registration
Statement covers the offer and sale of up to 4 million shares (the
"Shares") of common stock of the Company, par value $.01 per share
(the "Stock"), pursuant to the Award. This opinion is furnished to
you for filing with the Commission as Exhibit 5 to the Registration
Statement.
In our representation of the Company, we have examined the
Company's Amended and Restated Certificate of Incorporation (the
"Charter"), as amended through April 4, 1997 (the "Charter"), the
Company's Bylaws, as amended to date, an execution copy of the
Award, and such other documents as we have considered necessary for
the purpose of rendering the opinion hereinafter expressed. We
have assumed, with your permission (but without independent
investigation), (i) that the Charter has not been amended or
restated since April 4, 1997 to reduce the Company's authorized
Stock, (ii) that no more than 66 million shares of Stock, excluding
the Shares, are either issued and outstanding or underlying issued
and outstanding options, warrants, other similar rights or
convertible securities or other instruments and (iii) the due
execution and delivery of the Award by the parties thereto.
Based upon the foregoing, it is our opinion that the Shares,
when sold and paid for in accordance with the terms of the Award,
will be legally 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.
We hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement and to the use of our name under the
heading "Legal Matters" in related prospectuses. 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,
/s/Nelson, Mullins, Riley & Scarborough,
L.L.P.
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
April 4, 1997
Ms. Patricia Anderson-Lasko
27 North Main Street
Springfield, Tennessee 37172
Dear Ms. Anderson-Lasko:
Stock Purchase Right Award
__________________________
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 Stock Purchase
Right Award (the "Award") granted to you by the Company's board of
directors. 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 Award you may purchase up
to 4 million shares of Common Stock, which number shall be
adjusted in the event of any split, reverse split,
distribution, dividend or other adjustment with respect to the
Common Stock.
2. Purchase Price. The purchase price for any shares you elect
to purchase under the Award shall be $.28125 per share.
3. Vesting and Exercisability. The Award is fully vested. You
may exercise your right to purchase shares under the Award, in
any amount up to an aggregate of 4 million shares, at any time
during the period (a) beginning on April 30, 1997, and (b)
ending on the earlier of (i) the termination of your
employment with the Company (except in the event that your
employment with the Company is terminated due to death or
disability, in which case the Award may be exercised, either
by you, or your estate, heir or other legal representative,
for a period of thirty (30) days following such termination),
or (ii) April 30, 2002.
4. Manner of Payment. You may pay for any shares purchased under
the Award by the delivery to the Company of the purchase price
in (i) cash, or (ii) the form of a non-recourse promissory
Note ("a Note") having the terms set forth below.
5. Terms of a Note. A Note delivered for the purchase of shares
shall be non-recourse, except that it shall be collateralized
by any shares purchased by the delivery of that Note, and by
any dividends or distribution made subsequent to the date of
such purchase with respect to the shares purchased by the
delivery of that Note. A Note shall be due, without interest,
on April 30, 2002. A Note may be paid, at maturity, or
prepaid without penalty in whole or in part, by the delivery
to the Company of (i) cash, or (ii) other shares (i.e. shares
not purchased pursuant to the Award) of the common stock of
the company owned by you which you have owned for a period of
at least six (6) months as of the date such shares are
tendered to the Company in payment of a Note. Shares tendered
to the Company in payment of a Note shall (i) be valued, for
the purpose of determining the amount of a Note paid
therewith, at the closing bid price of the Company's Common
Stock, as reported by the primary trading market for the
Company's Common Stock, as of the date of delivery, and (ii)
shall be accompanied by the appropriate forms of stock powers
and assignments in blank.
6. Escrow of Note and Shares; Release of Shares Upon Payment of
Note; Effect of Non-Payment of a Note. Any shares purchased
by you by the delivery of a Note shall be held in escrow,
under the administration of the Secretary of the Company,
together with (i) such Note, and (ii) any dividends or
distributions made with respect to such shares after the date
of such Note. Upon the payment or prepayment of all or a
portion of a Note, such shares, determined by dividing the
amount paid by $.28125, together with any dividends or
distributions with respect thereto held in the escrow, shall
be delivered to you. In the event of non-payment of a Note or
a part thereof, the shares, determined by dividing any unpaid
amounts by $.28125, together with any dividends and
distributions with respect thereto, shall be delivered to the
Company. You shall have the right to vote any shares in
escrow.
7. Termination of Employment. Except as set forth in paragraph
3 above, the termination of your employment will not have any
effect on your rights under the Award. Specifically, but
without limitation, the termination of your employment will
not affect your rights with respect to shares purchased prior
to the date of such termination, or with respect to shares
held in escrow as of the date of such termination.
8. 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.
9. 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
reference facilities of the Commission at Rom 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 ar incorporated herein, and in the Registration
Statement, by reference: (i) the Company's Annual Report on Form
10-K for the year ended November 30, 1996, (ii) the Company's
current report on Form 8-K dated March 14, 1997, (iii) the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and (iv) 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), (ii) and (iii) above
have been delivered to you together herewith, and copies of the
documents described in (iv) 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:/s/Schren L. Head
____________________
Schren L. Head,
Corporate Secretary
<PAGE>
Purchase Form
Stock Purchase Right Award
Schren L. Head, Secretary
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
Dear Ms. Head:
Pursuant to the Stock Purchase Right Award (the "Award"), I
hereby elect to purchase _____ shares, at a per share price of
$.28125 for an aggregate price of $_____. The aggregate purchase
price is hereby tendered in the form of (i) cash of $_____, and/or
(ii) a Note in the amount of $_____.
Signed:
___________________________
Patricia Anderson-Lasko
Date:____________________________
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 reports dated February 18, 1997
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 November 30, 1996.
We also consent to the reference to us under the caption
"Experts" in the Prospectus.
/s/BDO Seidman, LLP
____________________
BDO Seidman, LLP
Atlanta, Georgia
August 4, 1997
