Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
United Retail Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
51-0303670
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(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 1999 Stock Option Plan
2000 Non-Plan Option
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(Full titles of the plans)
George R. Remeta
365 West Passaic Street
Rochelle Park, New Jersey 07662
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(Name and address of agent for service)
(201) 909-2110
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Telephone number, including area code, of agent for service
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================
Proposed Proposed
maximum maximum
offering aggregate
Title of securities Amount to be price offering Filing
to be registered registered per unit price fee
------------------- ------------ --------- --------- ------
<S> <C> <C> <C> <C>
Units, each consisting 230,500 Units $6.625* $1,527,063 $403
of one share of Common issuable under
Stock, $.001 par value authorized but
per share, and the unissued 1999
right to purchase one Stock Option
one-hundredth of a Plan stock
share of Preferred options
Stock, $.001 par value
per share ("Units")
Units 169,500 Units $9.8776** $1,674,253 $442
issuable under
outstanding
1999 Stock
Option Plan
stock options
Units 2,500 Units $9.75** $24,375 $7
issuable under ---------- ----
outstanding
2000 Non-Plan
Option
Total 402,500 Units $3,225,691 $852
----- ============= ========== ====
</TABLE>
* the average of the high and low prices reported on the NASDAQ National
Market System on August 28, 2000
** the average exercise price per Unit
402,500 UNITS
UNITED RETAIL GROUP, INC.
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The 402,500 units (each consisting of one share of Common Stock,
$.001 par value per share, and the right to purchase one one-hundredth of a
share of Preferred Stock, $.001 par value per share, and collectively
referred to in this Prospectus as a "share of Common Stock") offered hereby
are being sold by the Selling Stockholders and are issuable upon the
exercise of management stock options in accordance with their terms. See
"Selling Stockholders" and "Incorporation of Certain Information by
Reference". 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 SHARES OF 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 August 31, 2000
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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"). 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 shares of Common Stock of the Company
are 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.
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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 (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, 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 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.
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
the internet. 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) extreme or unseasonable weather conditions, (ii)
miscalculation of fashion trends, (iii) shifting shopping patterns, both
within the specialty store sector and in other channels of distribution,
(iv) economic downturns, weakness in overall consumer demand, and
variations in the demand for women's fashion apparel, (v) imposition by
vendors, or their third-party factors, of more onerous payment terms for
domestic merchandise purchases, (vi) acceleration in the rate of business
failures and inventory liquidations in the specialty store sector of the
women's apparel industry, and (vii) 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, or (h) increased costs of
transportation.
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."
IMPACT OF CERTAIN REGISTRATION RIGHTS
Under a Restated Stockholders' Agreement, dated December 23, 1992 (as
amended, the "Restated Stockholders' Agreement"), Limited Direct
Associates, L.P. ("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 3,100,000 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."
The Company previously registered for resale under the Securities Act
1,152,272 shares of Common Stock that are issuable pursuant to the exercise
of management stock options and 1,655,400 outstanding shares that were
issued pursuant to the exercise of management stock options.
The potential for resales of up to 6,310,172 shares of Common Stock
under the registration statement of which this Prospectus is a part, the
registration statements for other management stock options and 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 RESALES
As of July 29, 2000, the Company had outstanding 13,314,033 shares of
Common Stock.
Any shares being resold 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 resale will be
subject to the volume and manner of sale limitations in Rule 144 adopted
under the Securities Act unless the sale is pursuant to a prospectus filed
in accordance with 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 resale would be
entitled to resell 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 were 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 resale 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
resales of shares of Common Stock or the availability of shares of Common
Stock for resale will have on the market price prevailing from time to
time. Nevertheless, resales 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.
SHOP @ HOME
The Company intends to enter a new channel of distribution for its
merchandise, internet and catalog sales (collectively, "shop @ home"), in
order to expand its customer base and attract more business from its
existing customers.
The Company has operated a test site (www.cloudwalkers.com) for the
sale of its Cloudwalkers(R) brand women's shoes on the internet since the
third quarter of fiscal 1999. Catalogs for Cloudwalkers(R) have also been
tested. Shop @ home sales of Cloudwalkers(R) have not been material.
Fulfillment of shop @ home sales has been outsourced. There is no
assurance that fulfillment services will remain adequate as the volume of
shop @ home sales increases.
The Company plans to launch a site (www.avenue.com) during the second
half of fiscal 2000 for the sale of its AVENUE(R) brand apparel and
accessories on the internet.
The Company intends to begin distributing catalogs for AVENUE(R)
merchandise in September 2000.
The Company's shop @ home expenses are expected to increase and there
is no assurance of gross profit on shop @ home sales.
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 Factors."
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 may offer shares of Common Stock for resale
from time to time on the NASDAQ National Market System through their
respective brokers and may also offer shares for resale in private
transactions.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The documents listed in (a) through (d) below are incorporated by
reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended
January 29, 2000 filed with the Commission (including information
incorporated therein by reference);
(b) all reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") after January 29, 2000;
(c) the description of the Company's (i) 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, and (ii) stockholders' rights
plan contained in its Form 8-A filed with the Commission on September 15,
1999, including any amendment or report filed for the purpose of updating
such descriptions; and
(d) the 1999 Stock Option Plan, which is attached as the Appendix to
the Company's proxy statement on Schedule 14A for its 1999 Annual Meeting
of Stockholders.
All documents subsequently filed by the Company 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 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.
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 resale of such shares.
The exercise price of any management 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 resold 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, 60,000 shares of Common Stock under the Restated 1996
Stock Option Plan and 10,000 shares of Common Stock under the 1999 Stock
Option Plan. Mr. Carroll is the beneficiary of retirement trusts that hold
16,022 shares of Common Stock for his account.
EXPERTS
The consolidated balance sheets of the Company as of January 29, 2000
and January 30, 1999 and the related consolidated statements of income,
cash flows and stockholders' equity for each of the three fiscal years
ended January 29, 2000 incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended January 29, 2000, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership of the
Company's Common Stock by each Selling Stockholder, both as of July 31,
2000 and after the resale of the shares of Common Stock offered hereby, and
the number of shares available for resale in the offering, whether or not
the Selling Stockholder has a present intention to resell. All information
was determined in accordance with Rule 13d-3 under the Exchange Act based
on information furnished by the Selling Stockholder. No Selling Stockholder
owned 1% or more of the outstanding shares of Common Stock of the Company.
<TABLE>
<CAPTION>
Number of Shares Number of Shares Number of Shares
of Common Stock of Common Stock of Common Stock
Name and Title of Beneficially Owned Offered for Beneficially Owned
Selling Stockholder Before Offering(1) Resale(2) After Offering
------------------- ------------------ ------------ ------------------
<S> <C> <C> <C>
Joseph A. Alutto(3)(11) 13,590 6,000 7,590
Russell Berrie(3)(11) 37,000 6,000 31,000
James Broderick(4) -0- 10,000 -0-
Kenneth P. Carroll(5) 94,022 10,000 84,022
Joseph Ciechanover(3)(12) 9,000 6,000 3,000
Julie Daly(6) 15,200 5,000 10,200
Jeff Fink(7) -0- 20,000 -0-
Michael Goldstein(3)(13) 5,100 6,000 -0-
Jon Grossman(8) 26,861 5,000 21,861
Ilan Kaufthal(3)(11)(14) 77,000 6,000 71,000
Vincent P. Langone(3)(11)(15) 45,000 6,000 39,000
Richard W. Rubenstein(3)(16) 16,000 6,000 10,000
Gerald Schleiffer(9) 2,000 15,000 -0-
Fredric E. Stern(10) 39,000 5,000 34,000
------ -------
Total 379,773(17) 112,000
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</TABLE>
(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 to the Selling Stockholder upon the
exercise of stock options included in the registration statement of
which this Prospectus is a part, whether or not presently vested.
(3) Non-management members of the Company's Board of Directors.
(4) Vice President - Shop@Home of United Retail Incorporated (a subsidiary
of United Retail Group, Inc.)
(5) Senior Vice President - General Counsel of United Retail Group, Inc.
Includes the right to purchase 78,000 shares of Common Stock within 60
days.
(6) Vice President - Strategic Planning of United Retail Group, Inc.
Consists of the right to purchase 15,200 shares of Common Stock within
60 days.
(7) Vice President - Real Estate of United Retail Incorporated.
(8) Vice President - Finance of United Retail Group, Inc. Includes the
right to purchase 16,000 shares of Common Stock within 60 days.
(9) Vice President - Planning and Distribution of United Retail
Incorporated. Consists of the right to purchase 2,000 shares of Common
Stock within 60 days.
(10) Vice President - Controller of United Retail Incorporated. Includes
the right to purchase 14,000 shares of Common Stock within 60 days.
(11) Includes the right to purchase 12,000 shares of Common Stock within 60
days.
(12) Includes the right to purchase 3,600 shares of Common Stock within 60
days.
(13) Includes the right to purchase 600 shares of Common Stock within 60
days.
(14) Excludes shares held by Bear Stearns & Co. Incorporated, of which Mr.
Kaufthal is a Vice Chairman, as to which he disclaims beneficial
ownership. The outstanding shares are held jointly with his wife.
(15) Includes 400 shares of Common Stock held by a partnership, as to which
Mr. Langone disclaims beneficial ownership.
(16) Includes the right to purchase 15,800 shares of Common Stock within 60
days.
(17) Includes the right to purchase 193,200 shares of Common Stock within
60 days.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (d) below are incorporated by
reference in this registration statement:
(a) the Corporation's Annual Report on Form 10-K for the year ended
January 29, 2000 filed with the Commission (including information
incorporated therein by reference);
(b) all reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act after January 29, 2000;
(c) the description of the Corporation's (i) 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, and (ii)
stockholders' rights plan contained in its Form 8-A filed with the
Commission on September 15, 1999, including any amendment or report filed
for the purpose of updating such descriptions; and
(d) the 1999 Stock Option Plan, which is attached as the Appendix to
the Corporation's proxy statement on Schedule 14A for its 1999 Annual
Meeting of Stockholders.
All documents subsequently filed by the Corporation pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all Form 4
Statements of Change in Beneficial Ownership filed by 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.
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 Corporation'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, 60,000 shares of Common Stock under the Restated 1996 Stock Option
Plan and 10,000 shares of Common Stock under the 1999 Stock Option Plan.
Mr. Carroll is the beneficiary of retirement trusts that hold 16,022 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 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.
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 (incorporated by reference to
Exhibit 3.1 to the Corporation's Form S-1 Registration Statement
(Registration Number 33-44499)).
4.2 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock (incorporated by reference to
Exhibit 3 to the Corporation's Current Report on Form 8-K, filed
September 23, 1999).
5. Opinion re Legality.
5 Opinion of Kenneth P. Carroll, Esq. as to the legality of the
shares of Common Stock registered hereunder.
10. Material Contracts.
10 Amendment, dated August 21, 2000, to Financing Agreement among
the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and
The CIT Group/Business Credit, Inc., as Agent and Lender ("CIT")
23. Consent of Experts and Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Kenneth P. Carroll, Esq. is set forth as part of
Exhibit 5 above.
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended April 29, 2000 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10* Stock Appreciation Rights Plan
The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 29, 2000 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Incentive Compensation Program Summary
10.2 Amendment, dated December 28, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
10.3 Amendment, dated January 31, 2000, to
Financing Agreement among the Corporation,
United Retail Incorporated, Cloudwalkers,
Inc. and CIT
13 Sections of 1999 Annual Report to
Stockholders (including report of Independent
Accountants) that were incorporated by
reference in the Annual Report on Form 10-K
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended October 30, 1999 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated October 6, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
The promissory note, dated November 18, 1999, from Raphael Benaroya
to the Corporation filed as the exhibit to Mr. Benaroya's Schedule 13D,
dated November 18, 1999, is incorporated herein by reference.
The following exhibits to the Corporation's Current Report on Form
8-K, filed September 23, 1999, are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1.1 Right of First Refusal Agreement, dated as of
September 17, 1999, between the Corporation
and Limited Direct Associates, L.P.
10.1.2 Right of First Refusal Agreement, dated as of
September 17, 1999, between the Corporation and
The Limited, Inc./Intimate Brands, Inc.
Foundation
The following exhibit to the Corporation's Current Report on Form
8-K, filed September 17, 1999, is incorporated herein by reference:
Number in Filing Description
---------------- -----------
3 Restated By-Laws of the Corporation
The stockholders' rights plan filed as the exhibit to the
Corporation's Registration Statement on Form 8-A, dated September 15, 1999,
is incorporated herein by reference.
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 CIT
21 Subsidiaries of the Corporation
The 1999 Stock Option Plan set forth as the Appendix to the
Corporation's proxy statement on Schedule 14A for its 1999 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
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
---------------- -----------
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
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.
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 Registrant
4.1 Specimen Certificate for Common Stock of
Registrant
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
10.38 Management Services Agreement, dated August
26, 1989, between American Licensing Group,
Inc. and American Licensing Group, L.P.
("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;
(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 include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
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.
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 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 31st day of August, 2000.
UNITED RETAIL GROUP, INC.
(Registrant)
By: /s/ Raphael Benaroya
________________________________________
Raphael Benaroya, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Raphael Benaroya and George R.
Remeta, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated on the 31st day of August, 2000.
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
_________________________ Administrative Officer, Secretary and
George R. Remeta Director
/s/ Jon Grossman Vice President-Finance and Chief Accounting
_________________________ Officer
Jon Grossman
_________________________ Director
Joseph A. Alutto
/s/ Russell Berrie
_________________________ Director
Russell Berrie
/s/ Joseph Ciechanover
_________________________ Director
Joseph Ciechanover
/s/ Michael Goldstein
_________________________ Director
Michael Goldstein
/s/ Ilan Kaufthal Director
_________________________
Ilan Kaufthal
_________________________ Director
Vincent P. Langone
/s/ Richard W. Rubenstein Director
_________________________
Richard W. Rubenstein
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 (incorporated by reference to
Exhibit 3.1 to the Corporation's Form S-1 Registration Statement
(Registration Number 33-44499)).
4.2 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock (incorporated by reference to
Exhibit 3 to the Corporation's Current Report on Form 8-K, filed
September 23, 1999).
5. Opinion re Legality.
5 Opinion of Kenneth P. Carroll, Esq. as to the legality of the
shares of Common Stock registered hereunder.
10. Material Contracts.
10 Amendment, dated August 21, 2000, to Financing Agreement among
the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and
The CIT Group/ Business Credit, Inc. as, Agent and Lender (`CIT")
23. Consent of Experts and Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Kenneth P. Carroll, Esq. is set forth as part of
Exhibit 5 above.
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended April 29, 2000 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10* Stock Appreciation Rights Plan
The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 29, 2000 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Incentive Compensation Program Summary
10.2 Amendment, dated December 28, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
10.3 Amendment, dated January 31, 2000, to
Financing Agreement among the Corporation,
United Retail Incorporated, Cloudwalkers,
Inc. and CIT
13 Sections of 1999 Annual Report to
Stockholders (including report of Independent
Accountants) that were incorporated by
reference in the Annual Report on Form 10-K
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended October 30, 1999 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated October 6, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
The promissory note, dated November 18, 1999, from Raphael Benaroya
to the Corporation filed as the exhibit to Mr. Benaroya's Schedule 13D,
dated November 18, 1999, is incorporated herein by reference.
The following exhibits to the Corporation's Current Report on Form
8-K, filed September 23, 1999, are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1.1 Right of First Refusal Agreement, dated as of
September 17, 1999, between the Corporation
and Limited Direct Associates, L.P.
10.1.2 Right of First Refusal Agreement, dated as of
September 17, 1999, between the Corporation
and The Limited, Inc./Intimate Brands, Inc.
Foundation
The following exhibit to the Corporation's Current Report on Form
8-K, filed September 17, 1999, is incorporated herein by reference:
Number in Filing Description
---------------- -----------
3 Restated By-Laws of the Corporation
The stockholders' rights plan filed as the exhibit to the
Corporation's Registration Statement on Form 8-A, dated September 15, 1999,
is incorporated herein by reference.
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 CIT
21 Subsidiaries of the Corporation
The 1999 Stock Option Plan set forth as the Appendix to the
Corporation's proxy statement on Schedule 14A for its 1999 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
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
---------------- -----------
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
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.
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 Registrant
4.1 Specimen Certificate for Common Stock of
Registrant
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
10.38 Management Services Agreement, dated August
26, 1989, between American Licensing Group,
Inc. and American Licensing Group, L.P.
("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.
