<PAGE>
Registration No. 333-47407
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
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(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
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(Address of principal executive offices) (Zip code)
United Retail Group Restated 1996 Stock Option Plan
1991 Performance Options
Restated 1989 Performance 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
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Telephone number, including area code, of agent for service
<PAGE>
1,677,625 Shares
UNITED RETAIL GROUP, INC.
Common Stock
(par value $.001 per share)
-----------------------
The 1,677,625 shares of Common Stock offered hereby are being sold by
the Selling Stockholders and are presently outstanding or issuable upon the
exercise of employee stock options under United Retail Group, Inc.'s Restated
1989 Performance Option Plan, 1991 Performance Options and Restated 1996 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" commencing at page 3 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 June 2, 1999
(over)
<PAGE>
-------------------------------
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"). The public may read
and copy any materials that the Company filed with the Commission at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can also be obtained from the Public Reference
Section of the Commission. The public may obtain information on the operation of
the Commission's Public Reference Room by calling the Commission at
1-800-SEC-0330. 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 an Internet site that
contains reports, proxy statements and other information regarding the Company
filed electronically with the Commission. The domain name of the Commission's
Internet site is http://www.sec.gov.
------------------------------
INCORPORATION BY REFERENCE
Certain reports, proxy statements and other information filed
by the Company and the Selling Stockholders 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. 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), (e-mail [email protected]).
-------------------------------
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.
2
<PAGE>
RISK FACTORS
Competition
All aspects of the women's retail apparel business are highly
competitive. Many of the competitors are units of large national chains that
have substantially greater resources than the Company. Management believes that
its principal competitors include all major national and regional department
stores, specialty retailers (including Lane Bryant, Inc., which is a subsidiary
of The Limited, Inc., and which management believes is the largest specialty
retailer of large-size women's apparel), discount stores, mail order companies,
television shopping channels and interactive electronic media. Management
believes its merchandise selection, prices, consistency of merchandise quality
and fit, and appealing shopping experience emphasizing strong merchandise
presentations, together with its experienced management team, management
information systems and logistics capabilities, enable it to compete in the
marketplace.
External Influences
Future results could differ materially from those currently anticipated
by the Company due to unforeseeable problems that might arise and possible (i)
miscalculation of fashion trends, (ii) shifting shopping patterns, both within
the specialty store sector and in other channels of distribution, (iii) extreme
or unseasonable weather conditions, (iv) disruptions in the telecommunications,
banking, credit card, transportation, utilities and apparel manufacturing
industries in the United States and abroad caused by the inability of their
computerized systems and embedded technology to accommodate dates after 1999,
(v) economic downturns, weakness in overall consumer demand, and variations in
the demand for women's fashion apparel, (vi) imposition by vendors, or their
third-party factors, of more onerous payment terms for domestic merchandise
purchases, (vii) acceleration in the rate of business failures and inventory
liquidations in the specialty store sector of the women's apparel industry, and
(viii) disruptions in the sourcing of merchandise abroad, including (a)
political instability and economic distress in South Asia, (b) China's claims to
sovereignty over Taiwan, (c) North Korea's claims to sovereignty over South
Korea, (d) exchange rate fluctuations, (e) trade sanctions or restrictions, (f)
changes in quota and duty regulations, (g) delays in shipping, (h) increased
costs of transportation or (i) disruptions in government services in the United
States and abroad caused by the inability of computerized systems and embedded
technology to accommodate dates after 1999, including delays in the issuance by
the United States Customs Service of clearances on imported merchandise.
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 an
Employment Agreement with the Company, dated November 20, 1998, that expires on
August 3, 2003. See "Incorporation of Certain Information by Reference."
(over)
3
<PAGE>
Impact of Certain Registration Rights
The Company is a party to the Restated Stockholders' Agreement, dated
December 23, 1992, as amended, among the Company and certain of its stockholders
(the "Restated Stockholders' Agreement), including Limited Direct Associates,
L.P. ("LDA") and Raphael Benaroya, the Chairman of the Board, President and
Chief Executive Officer of the Company. LDA and Mr. Benaroya each has demand
registration rights under the Restated Stockholders' Agreement 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
3,100,000 outstanding shares of Common Stock. In addition, under the Restated
Stockholders' Agreement, LDA, Mr. Benaroya 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, the Company has registered under the Securities Act
1,677,600 shares of Common Stock issuable under outstanding employee stock
options (including those covered by the registration statement of which this
Prospectus is a part) and 1,213,900 shares that were issued pursuant to the
exercise of employee stock options and may not have been resold.
The potential for sales of up to 5,991,500 shares of Common Stock under
the registration statement of which this Prospectus is a part and the
registration statements for other employee stock options and under the
registration statements that may be 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
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), by a
donee of an "affiliate" 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 unless the sale has been registered under the Securities Act. See
"Impact of Certain Registration Rights" and "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 two 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" and their donees
are eligible for sale without regard to the volume and manner of sale
limitations in Rule 144.
4
<PAGE>
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.
Renovating Computerized Systems and Replacing Embedded Technology
The Company operates a nationwide chain of specialty apparel retail
stores, imports a significant portion of its inventory, and makes proprietary
credit cards available to its customers. The Company's operations are heavily
dependent on date sensitive computerized systems and embedded technology,
including (i) its management information systems, (ii) the technology, including
microcontrollers, embedded in equipment at the Company's national distribution
center, (iii) the system for issuing and processing a trade letter of credit for
each of the Company's purchase orders used by the bank (the "Letter of Credit
Provider") that finances the Company's purchases of inventory abroad and (iv)
links to a bank (the "Credit Card Bank") to authorize purchases by customers
using the Company's proprietary credit cards. The Company's headquarters uses a
date sensitive voicemail system. The Company's headquarters and stores are
leased and are generally affected by date sensitive embedded technology used to
control heating and ventilation and lighting.
Computer programs and embedded technology, including the programs and
technology on which the Company's operations depend, often will mishandle data
that includes a year after 1999 (referred to below as "Year 2000 risks").
The mainframe operating systems used by the Company's vendor have been
represented by the vendor to be Year 2000 compliant in all material respects.
The Company's management information systems department (the "MIS
Department") is renovating and validating the Company's applications software,
systems software and hardware (collectively referred to below as "Systems") to
accommodate dates after 1999. The MIS Department identified 275 projects to
analyze and, if necessary, renovate and validate Systems to ensure that they are
Year 2000 complaint. After being validated, Systems are implemented as part of
each project. 251 projects have been completed in all material respects and 11
projects are underway.
Integrated Year 2000 testing of substantially all the Systems that are
essential to the Company's management information systems ("Essential Systems")
and the mainframe operating systems was completed successfully. (There is no
assurance, however, that the integrated testing revealed all Year 2000 risks.)
The few remaining Essential Systems will be tested separately during the second
quarter of Fiscal 1999. (The renovation, validation and testing of the Essential
Systems is referred to below as the "Year 2000 Project.")
(over)
5
<PAGE>
The Company has obtained representations from the manufacturers of the
equipment that performs essential functions at the national distribution center
to the effect that the equipment is Year 2000 compliant in all material
respects. There is no assurance, however, that all the essential equipment at
the national distribution center will function properly after 1999 or that any
malfunctions that occur will not have a material adverse effect on the Company's
logistics operations.
The Letter of Credit Provider has advised the Company that its trade
letter of credit system and telecommunications interfaces are Year 2000
complaint in all material respects. There is no assurance, however, that such
system and interfaces will function properly after 1999.
The Credit Card Bank has advised the Company that its credit card
transaction processing system has been renovated and certified to be Year 2000
compliant in all material respects. The Credit Card Bank also stated that it has
assessed its telecommunications interfaces for point of sale credit
authorizations and is in the process of renovating them to make them Year 2000
compliant in all material respects by June 30, 1999. There is no assurance,
however, that these processing systems and telecommunications interfaces will
function properly after 1999 or that any malfunctions that occur will not have a
material adverse effect on the Company's sales.
The Company will replace its voicemail system in 1999 with one that is
guaranteed to be Year 2000 compliant by the manufacturer.
The Company believes that in most cases the embedded technology used in
energy management systems to control heating and ventilation and lighting at its
headquarters and its stores can quickly be bypassed manually in the event of a
malfunction because of an inability to accommodate dates after 1999. There is no
assurance, however, that any malfunctions that occur will not have a material
adverse effect on the Company's operations.
The Company does not have a project tracking system for the time that
its associates spend on the Year 2000 Project. The Company's internal costs for
the Year 2000 Project are principally the related payroll costs for the MIS
Department, estimated to have been $0.7 million from February 3, 1996 to January
30, 1999, of which $0.5 million is estimated to have been expensed in Fiscal
1998. The cost of special purchases for the Year 2000 Project was approximately
$0.6 million, substantially all of which was incurred in Fiscal 1998. Amounts
equal to the internal and external costs of the Year 2000 Project, however,
probably would have been spent on other software development projects, if the
Year 2000 Project had not been necessary. Other software development projects
deferred because of the Year 2000 Project probably would have improved the
Company's operational efficiency but management does not believe that any of the
deferred operational improvements would have been material to its operations.
Budgeted MIS Department payroll costs and special purchases for the
Year 2000 Project, including a voicemail system, in Fiscal 1999 are not material
in relation to the Company's general, administrative and store operating
expenses in Fiscal 1998. However, there is no assurance that unexpected
additional costs will not be incurred.
The inability of computerized systems and embedded technology in
general to accommodate dates after 1999 may cause disruptions in the United
States and abroad in the telecommunications, banking, credit card,
transportation, utilities and apparel manufacturing industries and in government
services. If such disruptions occur, they could have a material adverse effect
on the entire specialty apparel retail
6
<PAGE>
industry, including the Company. The Company has not assessed industry-wide Year
2000 risks that are not unique to the Company's operations. The Company's
contingency plan for Year 2000 risks that might affect the entire industry is to
have multiple, geographically diverse vendors of each major category of goods,
to the extent feasible. The Company will address industry-wide Year 2000 risks
on an ad hoc basis as problems arise, principally by shifting purchase orders to
vendors that are less troubled by Year 2000 problems than their competitors.
There is no assurance, however, that any vendors will be Year 2000 compliant.
The Company intends to renovate and validate its Essential Systems to
make them Year 2000 compliant in all material respects, if testing shows that
they are not already compliant in all material respects. The Company also
intends to ensure that the heating and ventilation and lighting at its
headquarters will be Year 2000 compliant. There is no commercially viable
alternative course of action, so the Company will not develop contingency plans
for prolonged failure of its Essential Systems and lengthy constructive eviction
from its headquarters. Such Systems failure and constructive eviction would have
a material adverse effect on the Company's results of operations, net cash
provided from operating activities and financial condition.
The Company's contingency plan for Year 2000 risks at its national
distribution center is to replace as quickly as possible any essential equipment
that malfunctions because of inability to accommodate dates after 1999. There is
no assurance, however, that Year 2000 compliant replacement equipment will be
available.
The Company's contingency plan with respect to the unavailability of a
trade letter of credit for each of the Company's purchase orders is to deliver
blanket trade letters of credit to the Company's major foreign vendors, by
courier, if necessary. (A blanket trade letter of credit would finance all
Company purchase orders to be given to the vendor.)
The Company's contingency plan with respect to downtime in proprietary
credit card operations by the Credit Card Bank is to continue credit sales on
the Company's own account with its own systems until the Credit Card Bank
resumes operations or is replaced by another bank. While other banks would be
available to replace the Credit Card Bank, there is no assurance that any bank
will be Year 2000 compliant.
The Company has contingency plans with respect to heating and
ventilation and lighting controls in its stores that have malfunctioned because
of an inability to accommodate dates after 1999. For stores located in strip
shopping centers, the Company will arrange as quickly as possible for local
maintenance contractors to bypass manually any controls that have malfunctioned.
There is no assurance, however, that local maintenance contractors will have
time available to bypass controls that have malfunctioned. For stores located in
malls and downtown shopping districts, the Company will promptly notify
landlords of systems that have malfunctioned and request immediate restoration
of service. There is no assurance, however, that landlords will be able to
restore service. In the case of any unheated stores that have lights, the
Company will also ask store managers to keep the stores open if weather
conditions permit.
There is no assurance that the Company's contingency plans will
diminish the possible adverse consequences of Year 2000 risks.
(over)
7
<PAGE>
The Company believes that a reasonably likely worst case scenario
resulting from Year 2000 risks that are unique to its operations would be a
decline in net sales for the fourth quarter of Fiscal 1999 having a material
adverse effect on the Company's results of operations and net cash provided from
operating activities for that quarter but not on the Company's financial
condition. While management does not believe that such risks will have a
material adverse effect on the Company's operations in Fiscal 2000, there is no
assurance that such risks will not have such a material adverse effect,
regardless of the Company's remediation efforts and contingency plans. Further,
there is no assurance that Year 2000 risks that affect the entire specialty
apparel retail industry, and not just the Company, will not have a material
adverse effect on the Company's operations in Fiscal 1999 and Fiscal 2000.
The preceding paragraphs contain forward-looking information under the
1995 Private Securities Litigation Reform Act, which is subject to the
uncertainties and other risk factors referred to under the caption "External
Influences."
EXECUTIVE OFFICES
The executive offices of the Company are located at 365 West Passaic
Street, Rochelle Park, New Jersey 07662 (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.
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 and any of the Selling Stockholders pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act and all Form 4 Statements of Change in
Beneficial Ownership filed by any of the Selling Stockholders after the date of
this Prospectus 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 January 30, 1999 filed
with the Commission;
(b) all reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after January 30, 1999; 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.
8
<PAGE>
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 any employee stock options exercised by 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 60,000 shares of Common Stock under the Restated 1996 Stock Option
Plan. The shares of Common Stock issuable upon the exercise of stock options
under the Restated 1996 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 16,013 shares of Common Stock for his account.
EXPERTS
The consolidated balance sheets of the Company as of January 30, 1999
and January 31, 1998 and the related consolidated statements of income, cash
flows and stockholders' equity for each of the three fiscal years ended January
30, 1999 have been incorporated in this Prospectus in reliance on the reports of
PricewaterhouseCoopers L.L.P., independent accountants, and on the authority of
that firm as experts in accounting and auditing.
(over)
9
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership of the
Company's Common Stock by each Selling Stockholder, both as of May 14, 1999 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 Selling Stockholder.
<TABLE>
<CAPTION>
Beneficial Ownership Offered for Beneficial Ownership
Before Offering(1) Sale(2) After Offering
-------------------- ----------- --------------------
Name and Title of Number of Number of Number of
Selling Stockholder Shares Percent Shares Shares Percent
- -------------------- ------------- ------- ---------- --------- -------
<S> <C> <C> <C> <C> <C>
Raphael Benaroya 2,572,643 (3) 19.1% 1,187,500 1,385,143 10.5%
Chairman of the Board,
President and Chief
Executive Officer
George R. Remeta 505,888 (4) 3.8% 240,625 265,263 2.0%
Vice Chairman,
Chief Financial Officer
and Secretary
Kenneth P. Carroll 69,013 (5) * 60,000 9,013 *
Senior Vice President -
General Counsel
Ellen Demaio 32,400 (6) * 32,000 400 *
Senior Vice President -
Merchandise
Raymond W. Brown 1,500 (7) * 7,500 -0-
Vice President -
Associate Services
</TABLE>
- -----------------------
* Less than 1%
(1) Includes shares issuable upon the exercise of stock options that are vested
or are scheduled to become vested within 60 days in accordance with their
terms.
(2) Represents all shares issuable upon the exercise of stock options included
in the Registration Statement of which this Prospectus is a part, whether
or not presently vested, and outstanding shares so included.
(3) Includes 394,706 shares which may be acquired within 60 days by the
exercise of stock options.
(4) Includes 164,000 shares which may be acquired within 60 days by the
exercise of stock options and certain shares held jointly with his wife.
(5) Includes 53,000 shares which may be acquired within 60 days by the exercise
of stock options.
(6) Consists of 32,400 shares which may be acquired within 60 days by the
exercise of stock options.
(7) Consists of 1,500 shares which may be acquired within 60 days by the
exercise of stock options.
10
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership Offered for Beneficial Ownership
Before Offering(1) Sale(2) After Offering
-------------------- ----------- --------------------
Name and Title of Number of Number of Number of
Selling Stockholder Shares Percent Shares Shares Percent
- -------------------- ------------- ------- ---------- --------- -------
<S> <C> <C> <C> <C> <C>
Kevin Burke -0- 5,000 -0-
Vice President -
Footwear
Carrie Cline-Tunick -0- 32,000 -0-
Vice President -
Product Design and
Development
Julie L. Daly 10,600 (8) * 13,000 -0-
Vice President -
Strategic Planning
- --------------------------
</TABLE>
* Less than 1%
(8) Consists of 10,600 shares which may be acquired within 60 days by the
exercise of stock options.
(over)
11
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership Offered for Beneficial Ownership
Before Offering(1) Sale(2) After Offering
-------------------- ----------- --------------------
Name and Title of Number of Number of Number of
Selling Stockholder Shares Percent Shares Shares Percent
- -------------------- ------------- ------- ---------- --------- -------
<S> <C> <C> <C> <C> <C>
Kent Frauenberger 18,054 (9) * 10,000 8,054 *
Vice President -
Logistics
Jon Grossman 21,088 (10) * 15,000 6,088 *
Vice President -
Finance
Charles E. Naff 10,000 * 30,000 -0-
Vice President -
Sales
Bradley Orloff 17,000 (11) * 5,000 12,000 *
Vice President -
Marketing
Robert Portante 32,443 (12) * 5,000 27,443 *
Vice President -
MIS
Fredric E. Stern 35,000 (13) * 5,000 30,000 *
Vice President -
Controller
Joseph A. Alutto 15,250 (9) * 6,000 9,250 *
Director
Russell Berrie 39,000 (9) * 6,000 33,000 *
Director
Joseph Ciechanover 6,000 (14) * 6,000 -0-
Director
Ilan Kaufthal 79,000 (9) * 6,000 73,000 *
Director (15)
Vincent Langone 32,000 (16) * 6,000 26,000 *
Director ------ -----
Total 3,496,879 (17) 25.2% 1,677,625
========= ==== =========
</TABLE>
- -----------------
* Less than 1%
(9) Includes 14,000 shares which may be acquired within 60 days by the exercise
of stock options.
(10) Includes 11,000 shares which may be acquired within 60 days by the exercise
of stock options.
(11) Consists of 17,000 shares which may be acquired within 60 days by the
exercise of stock options.
(12) Includes 13,000 shares which may be acquired within 60 days by the exercise
of stock options.
(13) Includes 10,000 shares which may be acquired within 60 days by the exercise
of stock options.
(14) Includes 4,200 shares which may be acquired within 60 days by the exercise
of stock options.
(15) Excludes shares held by Schroder Wertheim & Co. Incorporated, of which Mr.
Kaufthal is a Vice Chairman, and as to which he disclaims beneficial
ownership. The outstanding shares owned beneficially are held jointly with
his wife.
(16) Includes 9,000 shares which may be acquired within 60 days by the exercise
of stock options. Also includes 400 shares held by a partnership, as to
which he disclaims beneficial ownership.
(17) Includes 776,806 shares which may be acquired within 60 days by the
exercise of stock options
Messrs. Benaroya, Remeta, Carroll and Grossman are officers of the
Company. The other officers listed are officers of operating subsidiaries of the
Company. The Directors listed, the Chairman of the Board and the Vice Chairman
are Directors of the Company.
12
<PAGE>
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 Corporation and any of the Selling Stockholders pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and all Form 4 Statements of Change in Beneficial
Ownership filed by any of the Selling Stockholders, prior to the filing 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 Corporation's Annual Report on Form 10-K (including information
incorporated therein by reference) for the year ended January 30, 1999 filed
with the Commission.
(b) All reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after January 30, 1999.
(c) The description of the Corporation's Common Stock, par value $.001
per share, contained in the Corporation'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 60,000 shares of Common Stock under the Restated 1996 Stock Option
Plan. The shares of Common Stock issuable upon the exercise of stock options
under the Restated 1996 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 16,013 shares of Common Stock for his account.
(over)
II-1
<PAGE>
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 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 or
suit 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 corporation, 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
present or former 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 present or former 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 with respect to a person who is an
officer or director at the time of determination (i) by the board of directors
by majority vote of directors who were not party to such action, suit or
proceeding, even though less than a quorum, (ii) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, (iii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion or (iv) by the stockholders.
II-2
<PAGE>
The By-laws of the Corporation provide for indemnification of directors
and officers of the Corporation 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 Corporation 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
Corporation. The By-laws further provide that such indemnification provisions
are not exclusive.
Additionally, the Corporation's Certificate of Incorporation eliminates
the personal liability of the Corporation'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.
The Corporation carries a directors' and officers' insurance policy
that provides indemnification to its officers and directors under certain
circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
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 the Corporation are incorporated herein by reference to Exhibit
3.1 to the Corporation'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 registered hereunder (previously filed as part of this
registration statement).
23. Consent of Experts and Counsel.
23.1 Consent of PricewaterhouseCoopers L.L.P. is incorporated herein by
reference to Exhibit 23.1 to the Corporation's Annual Report on Form 10-K for
the year ended January 30, 1999.
23.2 Consent of Kenneth P. Carroll, Esq. as set forth as part of
Exhibit 5.1 above.
(over)
II-3
<PAGE>
The following exhibits to the Corporation's Annual Report on Form 10-K
for the year ended January 30, 1999 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated March 29, 1999, to Financing
Agreement among the Corporation, United
Retail Incorporated and The CIT
Group/Business Credit, Inc. ("CIT")
13 Sections of 1998 Annual Report to
Stockholders (including opinion of
Independent Public Accountants) that are
incorporated by reference in response to the
items of the Annual Report on Form 10-K
21 Subsidiaries of the Corporation
The form of Additional Options set forth as the Appendix to the
Corporation's proxy statement on Schedule 14A for its 1998 annual meeting of
stockholders is incorporated herein by reference.*
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended October 31, 1998 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* Employment Agreement, dated November 20,
1998, between the Corporation and Raphael
Benaroya
10.2* Employment Agreement, dated November 20,
1998, between the Corporation and George R.
Remeta
10.3* Employment Agreement, dated November 20,
1998, between the Corporation and Kenneth P.
Carroll
10.4* Employment Agreement, dated March 26, 1998,
between the Corporation and Carrie
Cline-Tunick and amendment thereto.
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended May 2, 1998 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and Raphael
Benaroya
10.2* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and George R.
Remeta
II-4
<PAGE>
The following exhibits to the Corporation's Annual Report on Form 10-K
for the year ended January 31, 1998 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
4.1 Amended By-Laws of the Corporation
10.1 Restated Stockholders' Agreement, dated
December 23, 1992, between the Corporation
and certain of its stockholders and Amendment
No. 1, Amendment No. 2 and Amendment No. 3
thereto
10.2 Private Label Credit Program Agreement, dated
January 27, 1998, between the Corporation,
United Retail Incorporated and World
Financial Network National Bank (Confidential
portions have been deleted and filed
separately with the Secretary of the
Commission)
10.4* Restated 1990 Stock Option Plan as of March
6, 1998
10.5* Restated 1990 Stock Option Plan as of May 28,
1996
10.6* Restated 1996 Stock Option Plan as of March
6, 1998
10.7* Restated 1989 Performance Option Plan as of
May 6, 1998
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated September 15, 1997, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended August 2, 1997 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Financing Agreement, dated August 15, 1997,
among the Corporation, United Retail
Incorporated and CIT
10.2* Amendment No. 1 to Restated Supplemental
Retirement Savings Plan
(over)
II-5
<PAGE>
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 2, 1996 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* Restated Supplemental Retirement Savings Plan
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended May 4, 1996 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.3 Amended and Restated Term Sheet Agreement for
Hosiery, dated as of December 29, 1995,
between The Avenue, Inc. and American
Licensing Group, Inc. (Confidential portions
have been deleted and filed separately with
the Secretary of the Commission)
The following exhibits to the Corporation's Amended Current Report on
Form 8-KA, dated May 22, 1995, are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amended and Restated Gloria Vanderbilt
Intimate Apparel Sublicense Agreement, dated
May 22, 1995, between United Retail
Incorporated and American Licensing Group
Limited Partnership ("ALGLP")
10.2 Gloria Vanderbilt Sleepwear Sublicense
Agreement, dated May 22, 1995, between United
Retail Incorporated and ALGLP
The following exhibit to the Corporation's Annual Report on Form 10-K
for the year ended January 28, 1995 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* Incentive Compensation Program Summary
II-6
<PAGE>
The following exhibits to the Corporation's Registration Statement on
Form S-1 (Registration No. 33-44499), as amended, are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
3.1 Amended and Restated Certificate of
Incorporation of the Corporation
4.1 Specimen Certificate for Common Stock of the
Corporation
10.2.1 Software License Agreement, dated as of April
30, 1989, between The Limited Stores, Inc.
and Sizes Unlimited, Inc. (now known as
United Retail Incorporated)
10.2.2 Amendment to Software License Agreement,
dated December 10, 1991
10.7 Amended and Restated Gloria Vanderbilt
Hosiery Sublicense Agreement, dated as of
April 30, 1989, between American Licensing
Group, Inc. (Licensee) and Sizes Unlimited,
Inc. (Sublicensee)
10.12 Amended and Restated Master Affiliate
Sublease Agreement, dated as of July 17,
1989, among Lane Bryant, Inc., Lerner Stores,
Inc. (Landlord) and Sizes Unlimited, Inc.
(Tenant) and Amendment thereto, dated July
17, 1989
10.33* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and Raphael
Benaroya
10.34* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and George
R. Remeta
10.38 Management Services Agreement, dated August
26, 1989, between American Licensing Group,
Inc. and ALGLP
10.39 First Refusal Agreement, dated as of August
31, 1989, between the Corporation and ALGLP
- ------------------------
*A compensatory plan for the benefit of the Corporation's management or
a management contract.
Item 9. Undertakings.
(a) The undersigned Corporation 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;
(over)
II-7
<PAGE>
(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
periodic reports filed by the Corporation 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 Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Corporation'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 Corporation pursuant to the foregoing provisions, or otherwise,
the Corporation 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
Corporation of expenses incurred or paid by a director, officer or controlling
person of the Corporation 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 Corporation 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.
II-8
<PAGE>
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 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 1st day of June, 1999.
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 1st day of June, 1999.
<TABLE>
<CAPTION>
Signature Title Signature Title
- --------- ----- --------- ------
<S> <C> <C> <C>
/s/RAPHAEL BENAROYA Chairman of the /s/JOSEPH CIECHANOVER* Director
- ------------------- Board, President, ----------------------
Raphael Benaroya Chief Executive Joseph Ciechanover
Officer and Director
/s/GEORGE R. REMETA Vice Chairman of the ------------------ Director
- ------------------- Board, Chief Michael Goldstein
George R. Remeta Financial Officer,
Secretary and
Director /s/ILAN KAUFTHAL* Director
------------------
Ilan Kaufthal
/s/JON GROSSMAN Vice President -
- --------------- Finance and Chief
Jon Grossman Accounting Officer
/s/VINCENT P. LANGONE* Director
/s/JOSEPH A. ALUTTO* Director ----------------------
- -------------------- Vincent P. Langone
Joseph A. Alutto
- -------------------- Director /s/RICHARD W. RUBENSTEIN* Director
Russell Berrie -------------------------
Richard W. Rubenstein
</TABLE>
*By /s/GEORGE R. REMETA
-------------------
George R. Remeta, as attorney-in-fact, pursuant to Power of Attorney
filed with the registration statement on February 27, 1998.
S-8 Amendment No. 2
II-9
<PAGE>
EXHIBIT LIST
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 the Corporation are incorporated herein by reference to Exhibit
3.1 to the Corporation'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 registered hereunder (previously filed as part of this
registration statement).
23. Consent of Experts and Counsel.
23.1 Consent of PricewaterhouseCoopers L.L.P. is incorporated herein by
reference to Exhibit 23.1 to the Corporation's Annual Report on Form 10-K for
the year ended January 30, 1999.
23.2 Consent of Kenneth P. Carroll, Esq. as set forth as part of
Exhibit 5.1 above.
The following exhibits to the Corporation's Annual Report on Form 10-K
for the year ended January 30, 1999 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated March 29, 1999, to Financing
Agreement among the Corporation, United
Retail Incorporated and The CIT
Group/Business Credit, Inc. ("CIT")
13 Sections of 1998 Annual Report to
Stockholders (including opinion of
Independent Public Accountants) that are
incorporated by reference in response to the
items of the Annual Report on Form 10-K
21 Subsidiaries of the Corporation
The form of Additional Options set forth as the Appendix to the
Corporation's proxy statement on Schedule 14A for its 1998 annual meeting of
stockholders is incorporated herein by reference.*
(over)
II-10
<PAGE>
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended October 31, 1998 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* Employment Agreement, dated November 20,
1998, between the Corporation and Raphael
Benaroya
10.2* Employment Agreement, dated November 20,
1998, between the Corporation and George R.
Remeta
10.3* Employment Agreement, dated November 20,
1998, between the Corporation and Kenneth P.
Carroll
10.4* Employment Agreement, dated March 26, 1998,
between the Corporation and Carrie
Cline-Tunick and amendment thereto.
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended May 2, 1998 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and Raphael
Benaroya
10.2* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and George R.
Remeta
The following exhibits to the Corporation's Annual Report on Form 10-K
for the year ended January 31, 1998 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
4.1 Amended By-Laws of the Corporation
10.1 Restated Stockholders' Agreement, dated
December 23, 1992, between the Corporation
and certain of its stockholders and Amendment
No. 1, Amendment No. 2 and Amendment No. 3
thereto
10.2 Private Label Credit Program Agreement, dated
January 27, 1998, between the Corporation,
United Retail Incorporated and World
Financial Network National Bank (Confidential
portions have been deleted and filed
separately with the Secretary of the
Commission)
10.4* Restated 1990 Stock Option Plan as of March
6, 1998
10.5* Restated 1990 Stock Option Plan as of May 28,
1996
10.6* Restated 1996 Stock Option Plan as of March
6, 1998
10.7* Restated 1989 Performance Option Plan as of
May 6, 1998
II-11
<PAGE>
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated September 15, 1997, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended August 2, 1997 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Financing Agreement, dated August 15, 1997,
among the Corporation, United Retail
Incorporated and CIT
10.2* Amendment No. 1 to Restated Supplemental
Retirement Savings Plan
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 2, 1996 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* Restated Supplemental Retirement Savings Plan
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended May 4, 1996 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.3 Amended and Restated Term Sheet Agreement for
Hosiery, dated as of December 29, 1995,
between The Avenue, Inc. and American
Licensing Group, Inc. (Confidential portions
have been deleted and filed separately with
the Secretary of the Commission)
(over)
II-12
<PAGE>
The following exhibits to the Corporation's Amended Current Report on
Form 8-KA, dated May 22, 1995, are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amended and Restated Gloria Vanderbilt
Intimate Apparel Sublicense Agreement, dated
May 22, 1995, between United Retail
Incorporated and American Licensing Group
Limited Partnership ("ALGLP")
10.2 Gloria Vanderbilt Sleepwear Sublicense
Agreement, dated May 22, 1995, between United
Retail Incorporated and ALGLP
The following exhibit to the Corporation's Annual Report on Form 10-K
for the year ended January 28, 1995 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* Incentive Compensation Program Summary
The following exhibits to the Corporation's Registration Statement on
Form S-1 (Registration No. 33-44499), as amended, are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
3.1 Amended and Restated Certificate of
Incorporation of the Corporation
4.1 Specimen Certificate for Common Stock of the
Corporation
10.2.1 Software License Agreement, dated as of April
30, 1989, between The Limited Stores, Inc.
and Sizes Unlimited, Inc. (now known as
United Retail Incorporated)
10.2.2 Amendment to Software License Agreement,
dated December 10, 1991
10.7 Amended and Restated Gloria Vanderbilt
Hosiery Sublicense Agreement, dated as of
April 30, 1989, between American Licensing
Group, Inc. (Licensee) and Sizes Unlimited,
Inc. (Sublicensee)
10.12 Amended and Restated Master Affiliate
Sublease Agreement, dated as of July 17,
1989, among Lane Bryant, Inc., Lerner Stores,
Inc. (Landlord) and Sizes Unlimited, Inc.
(Tenant) and Amendment thereto, dated July
17, 1989
10.33* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and Raphael
Benaroya
10.34* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and George
R. Remeta
II-13
<PAGE>
10.38 Management Services Agreement, dated August
26, 1989, between American Licensing Group,
Inc. and ALGLP
10.39 First Refusal Agreement, dated as of August
31, 1989, between the Corporation and ALGLP
- ------------------------
*A compensatory plan for the benefit of the Corporation's management or
a management contract.
S-8 Amendment No.2
II-14
