As filed with the Securities and Exchange Commission on December 5, 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)
Employment Agreements - 1997 Non-Qualified Options
(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
___________________ ____________ _________ ______________________
</CAPTION>
Common Stock, par value
<S> <C> <C> <C>
$.01 per share 2,925,000 (1) $969,638 (2) $286.04
</TABLE>
(1) Represents shares of common stock issuable upon the exercise of stock
options ("the 1997 Non-Qualified Options) granted to certain officers of
employees of the Company under employment agreements.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, computed on the
basis of $.3315 per share, representing the price at which the securities may be
purchased under the 1997 Non-Qualified Options. The average of the closing bid
and asked prices as reported on the NASDAQ on December 4, 1997 was $.671875.
<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
L. E. Smith, Daniel A. Page and Alexander Miller pursuant to certain non-
qualified stock options ("the 1997 Non-Qualified Options") granted to
Messrs. Smith, Page and Miller under the terms of employment agreements
("the Employment Agreements") executed between such individuals and the
Company on August 13, 1997. Mr. Smith is the chairman and chief
executive officer of the Company. Mr. Page is the chief operating
officer and a director of the Company. Mr. Miller is the manager of
investor relations and a director of the Company. The following
information concerning the 1997 Non-Qualified Options is intended to
provide a summary thereof and does not purport to be a complete
description thereof. The Employment Agreements are filed as Exhibits
10.1, 10.2 and 10.3 hereto and their terms are incorporated herein by
reference.
Pursuant to the Employment Agreements the Company granted to Messrs.
Smith, Page and Miller 1997 Non-Qualified Options for the purchase of
1,600,000 shares, 1,200,000 shares and 125,000 shares of common stock,
respectively. The 1997 Non-Qualified Options granted to Messrs. Smith,
Page and Miller vest and become exercisable rateably over the two year
period August 1, 1997 to July 31, 1999. Unvested 1997 Non-Qualified
Options are forfeited at any termination of employment. However, the
vesting of any unvested and unforfeited 1997 Non-Qualified Options will
accelerate, and vest immediately, upon (i) the market price of the
Company's common stock reaching $1.00, or (ii) a change in the control of
the Company which is not approved by the Company's board of directors.
For the purposes of the 1997 Non-Qualified Options, a change in control
is defined as the acquisition by any person or group of shares of common
stock representing 25 percent of the Company's outstanding common stock.
Vested 1997 Non-Qualified Options remain exercisable until August, 2002
at a price of $.3315 per share.
Item 2. Registrant Information and Employee Plan Information
Messrs. Smith, Page and Miller have been provided with copies of the
documents incorporated herein by reference in Part II, Item 3, and have
been advised by the Company in writing that such documents will continue
to be available to them, without charge, upon their 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;
(v) The Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1997;
(vi) The Company's Current Report on Form 8-K dated August 13, 1997;
and
(vii)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>
<S> <S> <C>
4.1 Specimen Stock Certificate* 4.1 (1)
5 Opinion of Sims, Moss, Kline & Davis, L.L.P.
10.1 Employment Agreement of L. E. Smith* 10.2 (2)
10.2 Employment Agreement of Dan Page* 10.3 (2)
10.3 Employment Agreement of Alexander Miller* 10.6 (2)
10.4 Amendment to Employment Agreement of Alexander
Miller 10.10 (3)
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Sims, Moss, Kline & Davis, L.L.P.
(included in Exhibit 5 to this Registration Statement)
</TABLE>
_______________
* Certain of the exhibits to this registration statement, indicated by an
asterisk, are incorporated by reference to other documents on file with the
Securities and Exchange 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 the Registration Statement on Form s-18 of Elorac
Corporation (No. 33-25912-NY) filed November 12, 1990.
(2) Current Report on Form 8-K of Innovo Group Inc. (file 0-18926) dated
August 13, 1997.
(3) Amendment No. 1 to the Registration Statement on Form S-3 of Innovo
Group Inc. (file 333-35981).
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 hereby 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
December 5, 1997.
INNOVO GROUP INC.
By: /s/L. E. Smith
L. E. Smith
Chairman of the Board,
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/L. E. Smith Chairman of the Board, December 5, 1997
L. E. Smith Chief Executive Officer,
Director (Principal Executive
Officer)
/s/Patricia Anderson-Lasko President and Director December 5, 1997
Patricia Anderson-Lasko (Principal Accounting Officer)
/s/Daniel A. Page Chief Operating Officer December 5, 1997
Daniel A. Page and Director
/s/J. Eric Hendrickson Vice President, Treasurer December 5, 1997
J. Eric Hendrickson and Director (Principal
Financial Officer)
/s/Eleanor V. Schwartz Director December 5, 1997
Eleanor V. Schwartz
/s/Marvin M. Williamson Director December 5, 1997
Marvin M. Williamson
/s/Herb J. Newton Director December 5, 1997
Herb J. Newton
Sims, Moss, Kline & Davis LLP
400 Northpark Town Center
Suite 403
1000 Abernathy Road N.E.
Atlanta, Georgia 30328
Phone - 770-481-7200
Facsimile - 770-481-7210
December 5, 1997
Board of Directors
Innovo Group Inc.
27 North Main Street
Springfield, Tennessee 37172
Dear Ladies and Gentlemen:
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 1997
Non-Qualified Stock Options (as defined in the Registration Statement).
The Registration Statement covers the offer and sale of up to 2,925,000
shares (the "Shares") of common stock of the Company, par value $.01 per
share (the "Stock"), pursuant to the 1997 Non-Qualified Stock Options.
This opinion is furnished to you for filing with the Commission as Exhibit 5
to the Registration Statement. Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in 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 executed copies of the Employment
Agreements, 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 67,075,000 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 1997 Non-Qualified Stock Options by
the parties thereto.
<PAGE>
Based upon the foregoing, it is our opinion that the Shares,
when sold and paid for in accordance with the terms of the 1997
Non-Qualified Stock Options, 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 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/Sims, Moss, Kline & Davis LLP
Sims, Moss, Kline & Davis LLP
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
December 5, 1997
