<PAGE> 1
Registration No. 33-67288
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
United Retail Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
51-0303670
(I.R.S. employer identification no.)
365 West Passaic Street, Rochelle Park, New Jersey 07662
(Address of principal executive offices) (Zip code)
United Retail Group Restated 1990 Stock Option Plan
(Full title of the plan)
George R. Remeta
365 West Passaic Street
Rochelle Park, New Jersey 07662
(Name and address of agent for service)
(201) 909-2110
Telephone number, including area code, of agent for service
<PAGE> 2
525,000 SHARES
UNITED RETAIL GROUP, INC.
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
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The 525,000 shares of Common Stock offered hereby are being sold by the
Selling Stockholders and are presently issuable upon the exercise of employee
stock options under United Retail Group, Inc.'s Restated 1990 Stock Option Plan.
See "Selling Stockholders". The Company will not receive any of the proceeds
from the sale of the shares offered hereby.
The Common Stock is quoted on the NASDAQ National Market System under
the symbol "URGI".
SEE "RISK FACTORS" FOR CERTAIN CONDITIONS RELEVANT TO AN INVESTMENT IN
THE COMMON STOCK.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------
The date of this Prospectus is April 28, 1997
<PAGE> 3
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AVAILABLE INFORMATION
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 reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates by
mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Such reports, proxy statements and other
information concerning the Company also may be inspected at the offices of the
NASDAQ National Market System, 1735 K Street, N.W., Washington, D.C. 20006, on
which the Common Stock of the Company is listed. The Commission maintains a Web
site that contains reports, proxy statements and other information regarding the
Company filed electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov.
------------------------------
INCORPORATION BY REFERENCE
Certain reports, proxy statements and other information filed
by the Company with the Commission have been incorporated by reference in this
Prospectus but are not being delivered herewith. The Company hereby undertakes
to provide without charge to each person, including any beneficial owner, to
whom this Prospectus is delivered, upon written or oral request, a copy of any
and all of the information that has been incorporated by reference in this
Prospectus (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that has been incorporated by reference in this Prospectus).
Requests for a copy of such information should be directed to the Company's
Senior Vice President- General Counsel, 365 West Passaic Street, Rochelle Park,
New Jersey 07662 (Telephone No. (201) 909-2200).
-------------------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities to which it relates or an offer
to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
or incorporated by reference herein is correct as of any time subsequent to its
date.
<PAGE> 4
RISK FACTORS
UNPROFITABLE OPERATIONS
The Company incurred net losses of $6.1 million in Fiscal 1996 and $4.6
million in Fiscal 1995. There is no assurance that net losses will not continue.
COMPETITION
The women's apparel industry is subject to rapidly changing consumer
fashion preferences. The Company's performance depends on the operational
flexibility to respond to such changes quickly. The industry has also been
subject to shifting shopping patterns, both within the Company's sector (the
specialty store sector) and in other channels of distribution, such as
department stores, catalogues and electronic media. The Company also believes
that consumer pressure to reduce prices throughout the women's apparel industry
has become a permanent influence on the retail marketplace. Finally, in Fiscal
1996 the Company replaced its older proprietary brands of clothing with its new
AVENUE [by design] brand. (Substantially all clothing carried a proprietary
brand.) The transition from the older proprietary brands of clothing may have
had an adverse effect on sales and merchandise margin rates and there is no
assurance that the brand transition will not have an adverse effect in Fiscal
1997.
EXTERNAL INFLUENCES
Future results could differ materially from those currently anticipated
due to possible (i) extreme or unseasonable weather conditions, (ii) economic
downturns, weakness in overall consumer demand, and variations in the demand for
women's fashion apparel, (iii) imposition by vendors, or their third-party
factors, of more onerous payment terms for domestic merchandise purchases, (iv)
acceleration in the rate of business failures and inventory liquidations in the
specialty store sector of the women's apparel industry, (v) increase in the rate
of bad debt expense among the Company's proprietary credit card holders, and
(vi) disruptions in the sourcing of merchandise abroad, including (a) China's
assumption of control of Hong Kong, (b) China's claims to sovereignty over
Taiwan, (c) North Korea's claims to sovereignty over South Korea, (d) exchange
rate fluctuations, (e) political instability, (f) trade sanctions or
restrictions, (g) changes in quota and duty regulations, (h) delays in shipping
or (i) increased costs of transportation.
NEW MERCHANDISING STRUCTURE
The Company's merchandising had a divisional structure in most of
Fiscal 1995, with one team of merchants providing inventory for stores located
principally in malls and a separate team of merchants providing different
inventory for stores concentrated in strip shopping centers. In order to improve
its merchandise assortments, the Company changed from a divisional merchandising
methodology to one in which a single team provides the same inventory for all
the Company's stores. The separate teams of merchants for mall stores and strip
shopping center stores were unified in the third quarter of Fiscal 1995. The
first unified merchandise assortment arrived in Mid-Spring 1996.
The unified merchandising structure for Fiscal 1997 has three
specialized components. Product development, that is, developing fashion content
and design, is a new function that was added to the existing merchandising
function and the product quality function. In April 1996, the Company recruited
<PAGE> 5
an experienced executive to handle product development of merchandise
assortments arriving in Fiscal 1997 and thereafter.
The Company believes Fiscal 1997 will be a period of transition for the
unified team of merchants and the new product development team. There is no
assurance that the new merchandising structure will increase sales and improve
merchandise margin rates.
CONTROLLING STOCKHOLDERS
The Company's largest stockholder is Limited Direct Associates, L.P.
("LDA"), which owned 2,600,000 shares, approximately 21% of the outstanding
Common Stock, at February 10, 1997. LDA is an affiliate of The Limited, Inc.
At February 10, 1997, approximately 36% of the outstanding Common Stock
was held by LDA, Raphael Benaroya, the Chairman of the Board, President and
Chief Executive Officer of the Company, the other Management Stockholders and
certain other stockholders who are parties to a Restated Stockholders'
Agreement. In accordance with the Restated Stockholders' Agreement, each of LDA
and Mr. Benaroya designates two of the Company's nine Directors, whom the
parties to the Restated Stockholders' Agreement have agreed to vote for.
Accordingly, LDA and Mr. Benaroya will together be able to exercise considerable
influence over the management of the Company. See "Incorporation of Certain
Information By Reference."
DEPENDENCE ON KEY EXECUTIVE
The Company believes that it has benefited substantially from the
leadership of Raphael Benaroya, the Chairman of the Board, President and Chief
Executive Officer of the Company. The Company believes that the loss of his
services could have an adverse effect on the Company. Mr. Benaroya has a
Restated Employment Agreement with the Company, dated November 1, 1991, that
expires on May 20, 1999. See "Incorporation of Certain Information by
Reference."
IMPACT OF CERTAIN REGISTRATION RIGHTS
Under the Restated Stockholders' Agreement, LDA and Raphael Benaroya,
the Chairman of the Board, President and Chief Executive Officer of the Company,
each has demand registration rights to require the Company to prepare and file
registration statements under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to a combined total of 4,000,000 outstanding
shares of Common Stock. In addition, under the Restated Stockholders' Agreement,
LDA, Mr. Benaroya, the Management Stockholders and certain other stockholders
have the right to participate on a "piggyback" basis in any future registration
statements filed by the Company under the Securities Act to effect demand
registration rights or to raise capital for itself through an offering of its
equity securities, subject to the right of the underwriters of any such offering
to limit the number of shares included in such registration on a "piggyback"
basis. See "Incorporation of Certain Information by Reference."
In addition to the Demand Registrations provided in the Restated
Stockholders' Agreement and the registration statement of which this Prospectus
is a part, relating to up to 658,000 shares of Common Stock issuable pursuant to
the exercise of employee stock options under the Restated 1990 Stock Option
Plan, the Company has granted immediately exercisable Demand Registration Rights
requiring the Company to prepare and file registration statements under the
Securities Act with respect to up to a total
<PAGE> 6
of 1,476,125 shares of Common Stock issuable upon the exercise of other employee
stock options. See "Incorporation of Certain Information by Reference."
The potential for sales of up to 6,134,125 shares of Common Stock under
the registration statement of which this Prospectus is a part and under
registration statements filed pursuant to the exercise of Demand Registration
Rights and the obligation to include sales by certain stockholders on a
"piggyback" basis in any future registration statements could impair the
Company's future ability to raise capital through an offering of its equity
securities by increasing the number and size of public offerings of Common Stock
by sellers other than the Company.
SHARES ELIGIBLE FOR FUTURE SALE
As of April 14, 1997, the Company had outstanding 12,190,375 shares of
Common Stock, employee stock options under the Company's Restated 1990 Stock
Option Plan on 658,000 shares of Common Stock included in the registration
statement of which this Prospectus is a part and other employee stock options on
1,476,125 shares of Common Stock.
Any shares being sold by an "affiliate" of the Company (as that term is
defined under the rules and regulations adopted under the Securities Act) or by
a person who would be deemed to have been an "affiliate" at any time during the
90 days preceding a sale will be subject to the volume and manner of sale
limitations in Rule 144 adopted under the Securities Act. See "Incorporation of
Certain Information by Reference." A person who is not deemed to have been an
"affiliate" at any time during the 90 days preceding a sale would be entitled to
sell shares that are "restricted securities" under Rule 144 without regard to
the volume and manner of sale limitations in Rule 144, provided that three years
have elapsed since such shares have been acquired from the Company or an
affiliate of the Company.
Based on available information, the Company believes that all of its
outstanding shares of Common Stock not held by its "affiliates" are eligible for
sale without regard to the volume and manner of sale limitations in Rule 144.
The Company can make no prediction as to the effect, if any, that sales
of shares of Common Stock or the availability of shares of Common Stock for sale
will have on the market price prevailing from time to time. Nevertheless, sales
of substantial amounts of the Common Stock in the public market could adversely
affect the market price of the Common Stock and could impair the Company's
future ability to raise capital through an offering of its equity securities.
EXECUTIVE OFFICES
The executive offices of the Company are located at 365 West Passaic
Street, Rochelle Park, New Jersey (telephone no. (201) 845-0880).
PLAN OF DISTRIBUTION
The Selling Stockholders will offer shares of Common Stock for sale
from time to time on the NASDAQ National Market System through their respective
brokers and may also offer shares for sale in private transactions.
<PAGE> 7
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The documents listed in (a) through (c) below are incorporated by
reference in this Prospectus; and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the termination of the offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents:
(a) the Company's Annual Report on Form 10-K (including information
incorporated therein by reference) for the year ended February 1, 1997;
(b) all reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after February 1, 1997; and
(c) the description of the Company's Common Stock, par value $.001 per
share, contained in its Form 8-A (Registration Number 0-19774) filed with the
Commission on January 2, 1992, including any amendment or report filed for the
purpose of updating such description.
USE OF PROCEEDS
All shares of Common Stock offered hereby are being offered by the
Selling Stockholders. The Company will not receive any of the proceeds from the
sale of such shares.
The exercise price of employee stock options to be exercised by certain
of the Selling Stockholders will be used by the Company for general corporate
purposes.
VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock being sold in the offering
is being passed upon by Kenneth P. Carroll, Esq., the Company's Senior Vice
President-General Counsel. Mr. Carroll holds employee stock options to purchase
65,000 shares of Common Stock under the Restated 1990 Stock Option Plan and to
purchase 10,000 shares of Common Stock under the 1996 Stock Option Plan. The
shares of Common Stock issuable upon the exercise of stock options under the
Restated 1990 Stock Option Plan held by Mr. Carroll are included in the offering
(see "Selling Stockholders"). Mr. Carroll is the beneficiary of retirement
trusts that hold 12,968 shares of Common Stock for his account.
EXPERTS
The consolidated balance sheets of the Company as of February 1, 1997
and February 3, 1996 and the consolidated statements of income, cash flows and
stockholders' equity for the three fiscal years ended February 1, 1997 have been
incorporated in this Prospectus in reliance on the reports of Coopers & Lybrand,
LLP, independent accountants, and on the authority of that firm as experts in
accounting and auditing.
<PAGE> 8
SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership of the
Company's Common Stock by each Selling Stockholder, both as of March 31, 1997
and after the sale of the shares of Common Stock offered hereby, and the number
of shares available for sale in the offering, whether or not the Selling
Stockholder has a present intention to sell. All information was determined in
accordance with Rule 13d-3 under the Exchange Act based on information furnished
by the persons listed.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Before Offering (1) Number of Exercise After Offering
Name and Title --------------------- Shares of Price --------------------
of Selling Number of Common Stock Per Number of
Stockholder Shares Percent Offered for Sale(2) Share Shares Percent
- ----------- ------ ------- ------------------- ----- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Raphael Benaroya 2,725,933(3) 20.3% 150,000 $8.50 to 2,687,500 20.1%
Chairman of the Board, $9.35
President and Chief
Executive Officer
George R. Remeta 473,625(4) 3.8% 60,000 $8.50 465,625 3.7%
Vice Chairman,
Chief Financial Officer
and Secretary
Kenneth P. Carroll 25,968(5) * 65,000 $4.125 to 12,968 *
Senior Vice President - $5.125
General Counsel
Ellen Demaio 41,000(6) * 38,000 $5.00 to 25,000 *
Senior Vice President - $5.125
General
Merchandising
Manager
Carrie Cline-Tunick 2,000(7) * 10,000 $5.125 -0-
Vice President -
Product Design and
Development
Julie L. Daly 22,000(8) * 15,000 $4.50 to 15,000 *
Vice President - $5.125
Strategic Planning
Kent Frauenberger 7,775(9) * 20,000 $4.125 to 3,775 *
Vice President - $5.125
Logistics
Jon Grossman 20,860(8) * 15,000 $4.50 to 13,860 *
Vice President - $5.125
Finance
Alan R. Jones 28,000(10) * 40,000 $4.125 to 20,000 *
Vice President - $5.125
Real Estate
Bradley Orloff 34,000(11) * 20,000 $4.125 to 22,000 *
Vice President - $5.125
Marketing
Robert Portante 21,273(9) * 20,000 $4.125 to 17,273 *
Vice President - $5.125
MIS
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Before Offering (1) Number of Exercise After Offering
Name and Title --------------------- Shares of Price --------------------
of Selling Number of Common Stock Per Number of
Stockholder Shares Percent Offered for Sale(2) Share Shares Percent
- ----------- ------ ------- ------------------- ----- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Fredric E. Stern 29,300(12) * 15,000 $4.125 to 26,300 *
Vice President - $5.125
Controller
Joseph A. Alutto 8,850(13)(14) * 14,000 $4.125 to 1,250 *
Director $26.75
Russell Berrie 32,600(13) * 14,000 $4.125 to 25,000 *
Director $26.75
Joseph Ciechanover 1,800(15) * 6,000 $4.125 to -0-
Director $7.75
Ilan Kaufthal 52,600(13)(16) * 14,000 $4.125 to 45,000 *
Director $26.75
Vincent Langone 26,600(17) * 9,000 $4.125 to 23,000 *
Director $8.75
Total 3,554,184(18) 525,000 3,403,551
============= ======= =========
</TABLE>
- --------------------------
* Less than half of one percent
(1) Includes shares issuable upon the exercise of stock options that are
vested or will become vested prior to May 31, 1997.
(2) Represents all shares issuable upon the exercise of stock options under
the Restated 1990 Stock Option Plan whether or not presently vested.
(3) Includes 1,225,933 shares which may be acquired within 60 days by the
exercise of stock options.
(4) Includes 248,625 shares which may be acquired within 60 days by the
exercise of stock options.
(5) Includes 13,000 shares which may be acquired within 60 days by the
exercise of stock options.
(6) Includes 16,000 shares which may be acquired within 60 days by the
exercise of stock options.
(7) Includes 2,000 shares which may be acquired within 60 days by the
exercise of stock options.
(8) Includes 7,000 shares which may be acquired within 60 days by the
exercise of stock options.
(9) Includes 4,000 shares which may be acquired within 60 days by the
exercise of stock options.
(10) Includes 8,000 shares which may be acquired within 60 days by the
exercise of stock options.
(11) Includes 12,000 shares which may be acquired within 60 days by the
exercise of stock options.
(12) Includes 3,000 shares which may be acquired within 60 days by the
exercise of stock options.
(13) Includes 7,600 shares which may be acquired within 60 days by the
exercise of stock options.
(14) The outstanding shares are held jointly with his wife.
(15) Consists of shares which may be acquired within 60 days by the exercise
of stock options.
(16) Excludes shares held by Schroder Wertheim & Co. Incorporated, of which
Mr. Kaufthal is a Managing Director, and as to which he disclaims
beneficial ownership. The outstanding shares owned beneficially are
held jointly with his wife.
(17) Includes 3,600 shares which may be acquired within 60 days by the
exercise of stock options and includes 400 shares held by a
partnership, as to which he disclaims beneficial ownership.
(18) Includes 1,578,758 shares which may be acquired within 60 days by the
exercise of stock options.
Messrs. Benaroya, Remeta, Carroll and Grossman are officers of United
Retail Group, Inc. The other officers listed are officers of operating
subsidiaries of United Retail Group, Inc. The Directors listed are Directors of
United Retail Group, Inc.
<PAGE> 10
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filings of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents.
(a) The Prospectus filed with the Commission on March 16, 1993 in
connection with the Registrant's Form S-1 Registration Statement (Registration
Number 33-57464).
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the Registrant's fiscal year
ended January 30, 1993.
(c) The description of the Registrant's Common Stock, par value $.001
per share, contained in the Registrant's Form 8-A (Registration Number 0-19774)
filed with the Commission on January 2, 1992, including any amendment or report
filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock being sold in the offering
is being passed upon by Kenneth P. Carroll, Esq., the Company's Senior Vice
President-General Counsel. Mr. Carroll holds employee stock options to purchase
65,000 shares of Common Stock under the Restated 1990 Stock Option Plan and to
purchase 10,000 shares of Common Stock under the 1996 Stock Option Plan. The
shares of Common Stock issuable upon the exercise of stock options under the
Restated 1990 Stock Option Plan held by Mr. Carroll are included in the offering
(see "Selling Stockholders"). Mr. Carroll is the beneficiary of retirement
trusts that hold 12,968 shares of Common Stock for his account.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid
<PAGE> 11
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful.
In the case of an action by or in the right of the corporation, Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action in
any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that indemnification is not permitted in respect of any claim,
issue or matter as to which such person is adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought determines 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 deems proper. Section
145 further provides: that a Delaware corporation is required to indemnify a
director, officer, employee or agent against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with any action,
suit or proceeding or in defense of any claim, issue or matter therein as to
which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by the board of directors by vote of directors
who were not party to such action, suit or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion or (iii) by the
stockholders.
The By-laws of the Registrant provide for indemnification of directors
and officers of the Registrant to the fullest extent permitted by law, as now in
effect or later amended. The By-laws also provide that expenses incurred by an
officer or director in defending a civil or criminal action, suit or proceeding
may be paid by the Registrant in advance of final disposition upon receipt of an
undertaking by or on behalf of such person to repay such amount if it ultimately
is determined that he is not entitled to be indemnified by the Registrant. The
By-laws further provide that such indemnification provisions are not exclusive.
Additionally, the Registrant's Certificate of Incorporation eliminates
the personal liability of the Registrant's directors to the fullest extent
permitted by the provisions of Section 102 of the Delaware General Corporation
Law, as the same may be amended and supplemented.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
<PAGE> 12
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this registration
statement.
4. Instruments Defining the Rights of Security Holders.
4.1 Articles FOURTH and SIXTH of the Amended and Restated Articles of
Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Form S-1 Registration Statement (Registration Number 33-44499)).
5. Opinion re Legality.
5.1 Opinion of Kenneth P. Carroll, Esq. as to the legality of the
shares of Common Stock being registered hereunder (previously filed as part of
this registration statement).
15. Letter re Unaudited Interim Financial Information.
15.1 Letter of Coopers & Lybrand, LLP, regarding Registrant's financial
statements for quarter ended May 1, 1993 (incorporated by reference to Exhibit
15 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May
1, 1993).
24. Consent of Experts and Counsel.
24.1 Consent of Coopers & Lybrand, LLP (incorporated by reference to
Exhibit 23.1 to the Registrant's Annual Report on Form 10-K for the year ended
February 1, 1997).
24.2 Consent of Kenneth P. Carroll, Esq. as set forth as part of
Exhibit 5.1 above.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To including 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
<PAGE> 13
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
<PAGE> 14
SIGNATURES
The Registrant.
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
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rochelle
Park, State of New Jersey, on the 25th day of April, 1997.
UNITED RETAIL GROUP, INC.
(Registrant)
By: /s/RAPHAEL BENAROYA
-----------------------------------------
Raphael Benaroya, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
persons in the capacities indicated on the 25th day of April, 1997.
SIGNATURE TITLE
- --------- -----
/s/RAPHAEL BENAROYA Chairman of the Board, President, Chief Executive
- -------------------- Officer and Director
Raphael Benaroya
/s/GEORGE R. REMETA Vice Chairman of the Board, Chief Financial Officer,
- -------------------- Secretary and Director
George R. Remeta
/s/JON GROSSMAN Vice President-Finance and Chief Accounting
- -------------------- Officer
Jon Grossman
<PAGE> 15
/s/JOSEPH A. ALUTTO * Director
- --------------------------------
Joseph A. Alutto
/s/RUSSELL BERRIE * Director
- --------------------------------
Russell Berrie
/s/ILAN KAUFTHAL * Director
- --------------------------------
Ilan Kaufthal
/s/RICHARD W. RUBENSTEIN * Director
- --------------------------------
Richard W. Rubenstein
*/s/GEORGE R. REMETA
- --------------------------------
George R. Remeta, as attorney-in-fact pursuant to power of attorney filed with
the Commission on August 12, 1993 on the signature page of this Registration
Statement on Form S-8.
/s/VINCENT LANGONE ** Director
- --------------------------------
Vincent Langone
/s/CHRISTINA A. MOHR ** Director
- --------------------------------
Christina A. Mohr
**/s/GEORGE R. REMETA
- --------------------------------
George R. Remeta, as attorney-in-fact pursuant to power of attorney filed with
the Commission on May 24, 1994 on the signature page of Post-Effective Amendment
No. 1 to this Registration Statement on Form S-8.
- -------------------------------- Director
Joseph Ciechanover
<PAGE> 16
EXHIBIT LIST
The following exhibits are filed as a part of this amendment to the
registration statement.
4. Instruments Defining the Rights of Security Holders.
4.1 Articles FOURTH and SIXTH of the Amended and Restated Articles of
Incorporation of Registrant (incorporated by reference to Exhibit 3.1
to the Registrant's Form S-1 Registration Statement (Registration
Number 33-44499)).
5. Opinion re Legality.
5.1 Opinion of Kenneth P. Carroll, Esq. as to the legality of the
shares of Common Stock being registered hereunder (previously filed as
part of this registration statement).
15. Letter re Unaudited Interim Financial Information.
15.1 Letter of Coopers & Lybrand, LLP, regarding Registrant's financial
statements for quarter ended May 1, 1993 (incorporated by reference to
Exhibit 15 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended May 1, 1993).
24. Consent of Experts and Counsel.
24.1 Consent of Coopers & Lybrand, LLP (incorporated by reference to
Exhibit 23.1 to the Registrant's Annual Report on Form 10-K for the
year ended February 1, 1997).
24.2 Consent of Kenneth P. Carroll, Esq. as set forth as part of
Exhibit 5.1 above.
