<PAGE>
As filed with the Securities and Exchange Commission on September 23, 1998.
Registration No. 333-___________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------------
BRAUNS FASHIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1195422
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2400 XENIUM LANE NORTH, PLYMOUTH, MINNESOTA 55441
(Address of principal executive offices, including zip code)
DIRECTOR STOCK OPTION AGREEMENTS
(Full title of the plan)
Copy to:
Andrew K. Moller Kevin L. Crudden
Chief Financial Officer Robins, Kaplan, Miller & Ciresi L.L.P.
Brauns Fashions Corporation 2800 LaSalle Plaza
2400 Xenium Lane North 800 LaSalle Avenue
Plymouth, Minnesota 55441 Minneapolis, Minnesota 55402
(612) 349-8500
(612) 551-5000
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 70,000 shares $8.81 $616,700 $182
- --------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), the per share price is estimated, solely for
the purpose of determining the registration fee, based upon the average
of the high and low prices for such common stock on September 18, 1998
as reported on The Nasdaq National Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Brauns Fashions
Corporation (the "Company") (File No. 0-19972) with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
and are incorporated by reference herein:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1998;
b. The Company's Quarterly Report on Form 10-Q for the quarter ended May
30, 1998; and
c. The descriptions of the Company's capital stock contained in the
Company's Registration Statement on Form S-1 (Registration No.
33-45719) and incorporated by reference into the Company's
Registration Statement on Form 8-A (File No. 0-19972), filed
with the Commission.
All documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining to be sold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock, par value $.01 per share (the "Common Stock"), of
the Company offered pursuant to this Registration Statement is registered under
Section 12(g) of the Exchange Act. The description of the Company's Common Stock
is incorporated by reference pursuant to Item 3 above.
The number of shares of Common Stock to be issued pursuant to options
granted to the directors pursuant to this Registration Statement is 70,000
shares.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Company for the two
years ended February 28, 1998, included in its Annual Report (Form 10-K) for the
year ended February 28, 1998, have been audited by Price Waterhouse LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by
2
<PAGE>
reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Company's Bylaws provides that the Company shall
indemnify the directors and officers to such extent as permitted by Section 145
of the Delaware General Corporation Law, as now enacted or hereafter amended.
Further, the Company has purchased director and officer liability
insurance that insures directors and officers against certain liabilities in
connection with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended, and provides
for payment to the Company of costs incurred by it in indemnifying its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement on
Form S-8:
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------
4.1 Certificate of Incorporation of the Company (incorporated herein by
reference to the Company's Registration Statement on Form S-1
(Registration No. 33-45719))
4.2 Bylaws of the Company (incorporated herein by reference to the
Company's Registration Statement on Form S-1 (Registration
No. 33-45719)).
5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the legality of
Common Stock of the Company (filed electronically herewith)
23.1 Consent of PricewaterhouseCoopers LLP (filed electronically herewith)
23.2 Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page and filed electronically
herewith)
99.1 Stock Option Agreement by and between the Company and Marc C. Ostrow
dated July 17, 1997 (filed electronically herewith)
99.2 Stock Option Agreement by and between the Company and James J. Fuld,
Jr. dated July 17, 1997 (filed electronically herewith)
99.3 Stock Option Agreement by and between the Company and Larry
C. Barenbaum dated July 17, 1997 (filed electronically herewith)
99.4 Stock Option Agreement by and between the Company and Donald D. Beeler
dated July 17, 1997 (filed electronically herewith)
4
<PAGE>
ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(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 registrant pursuant to Section 13 or Section 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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
5
<PAGE>
(H) STATEMENT REQUIRED BY ITEM 512(H) IN CONNECTION WITH FILING OF
REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota on September 22,
1998.
BRAUNS FASHIONS CORPORATION
By /s/ Andrew K. Moller
--------------------------------
Andrew K. Moller
Chief Financial Officer
7
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of Brauns Fashions Corporation, do
hereby severally constitute and appoint William J. Prange and Andrew K. Moller,
and each of them singly, our true and lawful attorneys and agents, to do any and
all things and acts in our names in the capacities indicated below and to
execute any and all instruments for us and in our names in the capacities
indicated below which said William J. Prange or Andrew K. Moller, or either of
them, may deem necessary or advisable to enable Brauns Fashions Corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the Registration Statement on Form S-8 relating to the offering of Common Stock,
including specifically, but not limited to, power and authority to sign for us
or any of us in our names in the capacities indicated below the Registration
Statement and any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that William J. Prange and Andrew
K. Moller, or either of them, shall 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ William J. Prange President and Chief Executive September 22, 1998
- ------------------------ Officer (Principal Executive
William J. Prange Officer)
/s/ Andrew K. Moller Chief Financial Officer September 22, 1998
- ------------------------ (Principal Financial Officer
Andrew K. Moller and Principal Accounting Officer)
/s/ Nicholas H. Cook Chairman of the Board September 22, 1998
- ------------------------ and Director
Nicholas H. Cook
/s/ Marc C. Ostrow Director September 22, 1998
- ------------------------
Marc C. Ostrow
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James J. Fuld, Jr. Director September 22, 1998
- ------------------------
James J. Fuld, Jr.
/s/ Larry C. Barenbaum Director September 22, 1998
- ------------------------
Larry C. Barenbaum
/s/ Donald D. Beeler Director September 22, 1998
- ------------------------
Donald D. Beeler
</TABLE>
<PAGE>
EXHIBIT 5.1
OPINION OF ROBINS, KAPLAN, MILLER & CIRESI, L.L.P.
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, MN 55402-2015
September 22, 1998
Brauns Fashions Corporation
2400 Xenium Lane North
Plymouth, MN 55441
Re: REGISTRATION STATEMENT ON FORM S-8
1992 DIRECTOR STOCK OPTION AGREEMENTS
REGISTRATION OF 70,000 SHARES OF COMMON STOCK
Ladies and Gentlemen:
We have acted as legal counsel for Brauns Fashions Corporation (the
"Company") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission, and the Prospectus to be used in conjunction with the
Registration Statement (the "Prospectus"), relating to the registration under
the Securities Act of 1933,S as amended, of 70,000 shares (the "Shares") of
common stock, $.01 par value (the "Common Stock"), to be issued by the Company
pursuant to (a) those certain Stock Option Agreements dated July 17, 1997 to
each of Marc C. Ostrow, James J. Fuld, Jr., Larry C. Barenbaum and Donald D.
Beeler and (b) those certain Stock Option Agreements dated June 24, 1996 to
Larry C. Barenbaum and Donald D. Beeler, in the manner set forth in the
Registration Statement and the Prospectus.
In connection therewith, we have examined (a) the Certificate of
Incorporation and Bylaws of the Company, both as amended to date; (b) the
corporate proceedings of the Company relative to its organization and to the
authorization and issuance of the Shares; and (c) the Registration Statement and
the Prospectus. In addition to such examination, we have reviewed such other
proceedings, documents and records and have ascertained or verified such
additional facts as we deem necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
<PAGE>
Brauns Fashions Corporation.
September 22, 1998
1. The Company has been legally incorporated and is validly existing under
the laws of the State of Delaware.
2. All necessary corporate action has been taken by the Company to
authorize the issuance of the Shares.
3. The Shares are validly authorized by the Company's Certificate of
Incorporation, as amended, and when issued and paid for as contemplated
in the Registration Statement and Prospectus, will be validly issued,
fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus.
Sincerely,
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 3, 1998, which
appears on page 16 of Braun's Fashions Corporation's Annual Report on Form 10-K
for the year ended February 28, 1998
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
September 22, 1998
<PAGE>
EXHIBIT 99.1
STOCK OPTION AGREEMENT
BRAUN'S FASHIONS CORPORATION
(Non-Qualified Stock Option)
Name of Director: Marc C. Ostrow
Date of Grant: July 17, 1997
Number of Shares: 15,000
Exercise Price Per Share: $8.75
This STOCK OPTION AGREEMENT (the "Agreement") made as of
July 17, 1997 between Braun's Fashions Corporation (the "Company") and the
above-named individual, a non-employee director of the Company (the "Director"),
to record the granting of an option.
1. GRANT OF OPTION: The Company has granted to the
Director, subject to the terms and conditions of this Agreement, the option to
purchase from the Company an aggregate of 15,000 shares of Common Stock ($.01
par value) of the Company at the purchase price of $8.75 per share, such option
to be exercisable as hereinafter provided.
2. EXPIRATION DATE: This option shall expire on July 17,
2007 (the "Expiration Date").
3. EXERCISE OF OPTION:
a. Subject to Section 8 hereof, this option shall become
exercisable with respect to 33-1/3% of the shares of Common Stock
subject hereto on the first anniversary date of the grant of this
option July 17, 1998, and with respect to an additional 33-1/3% of such
shares on each of the second and third anniversary dates of the grant
of this option.
b. This option may be partially exercised from time to
time. This option may not be exercised after the Expiration Date.
c. Notwithstanding the foregoing, this option shall not be
exercisable for a fractional share of stock.
d. Any exercise of this option shall be made in writing
duly executed and delivered to the Company specifying the number of
shares as to which the option is being exercised in the form of the
Subscription Form for Exercise attached hereto. Schedule I of
1
<PAGE>
this Agreement shall be made available to the Company at the time of
exercise for notation of any partial exercise.
4. PAYMENT OF OPTION PRICE:
a. On the date of any exercise of this option, the purchase
price of the shares as to which this option is being exercised shall be
due and payable and shall be made in cash or by check or by delivery of
shares of Common Stock of the Company registered in the name of the
Director, duly assigned to the Company with respect to the assignment
guaranteed by a bank, trust company or member firm of the New York
Stock Exchange, and with all necessary transfer tax stamps affixed, or
by a combination of the foregoing, any such shares so delivered to be
deemed to have a value per share equal to the fair market value of the
shares on such date, as determined by the Company's Board of Directors.
b. At the time of any exercise of this option, the Director
shall pay to the Company or make arrangements satisfactory to the
Company regarding payment of any federal, state or local taxes of any
kind required by law to be withheld upon the exercise of an option.
5. OPTION NONTRANSFERABLE: This option is not transferable
otherwise than by will or the laws of descent and distribution and is
exercisable during the Director's lifetime only by the Director or his guardian
or legal representative.
6. RIGHTS AS A SHAREHOLDER: The Director shall have no
rights as a shareholder with respect to any of the shares covered by this option
until the date of issuance to the Director of a stock certificate for such
shares, and no adjustment shall be made for any dividends or other rights the
record date of which is prior to the date such stock certificate is issued.
7. GENERAL RESTRICTIONS:
a. At the time of any exercise of this option, the Director
shall furnish the Company with a representation that he is acquiring
the shares issued upon such exercise as an investment and not with a
view to, or for sale in connection with, the distribution of any such
shares; provided, however, that such representation need not be
furnished in the event the shares issued upon such exercise are
registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
b. The Company will not be obligated to issue shares of
Common Stock covered by this option if counsel to the Company
determined that such issuance would violate any law or regulation of
any governmental authority or any agreement between the Company and the
National Association of Securities Dealers ("NASD") or any national
securities exchange upon which the Common Stock is then quoted or
listed. In connection with any issuance or transfer, the person
acquiring the shares shall, if requested by the Company, give
assurances satisfactory to counsel to the Company regarding such
matters as the Company may deem desirable to assure compliance with all
legal requirements. This option shall be subject to the requirement
that if at any time the Board of Directors of the Company shall
determine, in its
2
<PAGE>
discretion, that the listing, registration or qualification
of the shares subject to this option upon NASDAQ, any securities
exchange or under any state or federal law, or that the consent or
approval of any government regulatory body, is necessary or desirable
as a condition of, or in connection with, this option or the issue or
purchase of shares under this option, this option shall be subject to
the condition that such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors of the Company.
c. Certificates evidencing shares of Common Stock issued
pursuant to this Agreement shall bear such legend describing
restrictions on transfer hereof as the Company's counsel shall deem
necessary and appropriate until such time the Company's counsel
determines that such legend is no longer necessary or appropriate.
8. TERMINATION:
a. Except as provided in this Section 8(a) and Section 8(b)
hereof, an option may not be exercised by a Director unless such
Director is then serving as a member of the Board of Directors. In the
event that the service of a Director as a member of the Board of
Directors shall terminate (other than by reason of death or
Disability), all options of such Director that are exercisable at the
time of such termination of services as a member of the Board of
Directors may, unless earlier terminated in accordance with their
terms, be exercised within ninety (90) days after the date of such
termination of service as a member of the Board of Directors.
b. If a Director shall die while serving as a member of the
Board of Directors, or within ninety (90) days after the date of such
Director's termination of service as a member of the Board of
Directors, or if such Director's termination of service as a member of
the Board of Directors shall be due to Disability, all options
theretofore granted to such Director (to the extent otherwise
exercisable) may, unless earlier terminated in accordance with their
terms, be exercised by such Director or by such Director's estate or by
a person who acquired the right to exercise such options by bequest or
inheritance or otherwise by reason of death or disability of such
Director, at any time within one year after the date of death or
disability of such Director. In the event that an option granted
hereunder shall be exercised by the legal representatives of a deceased
or former Director written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the
right of such legal representative to exercise such option.
9. ADJUSTMENT OF SHARES:
a. If there is any change in the number of issued and
outstanding shares of Common Stock of the Company through the
declaration of extraordinary dividends, stock dividends,
recapitalization, stock splits, or combinations or exchanges of such
shares, or other similar transactions, the number of shares of Common
Stock available for awards under the Plan, the number of such shares
covered by this option, and the price per share of outstanding options
shall be adjusted accordingly by the Company to reflect such change in
the number
3
<PAGE>
of issued and outstanding shares of Common Stock; provided,
however, that any fractional shares resulting from such adjustment
shall be eliminated.
b. In the event of the dissolution or liquidation of the
Company, in the event of any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, or in
the event of a merger or consolidation of the Company with another
entity, or other similar transactions, the Company may provide that a
Director shall have the right to exercise an option (at its then Option
Price) or to receive in respect of other types of awards the kind and
amount of shares of stock and other securities, property, cash or any
combination thereof receivable upon such dissolution, liquidation, or
corporate separation or division, or merger or consolidation by a
Director of the number of shares of Common Stock subject to such award
for which such award might have been exercised or realized immediately
prior to such dissolution, liquidation, or corporate separation or
division, or merger or consolidation.
10. BENEFICIARY: A Director may file with the Company a
written designation of a beneficiary on such form as may be prescribed by the
Company and may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Director, the executor or administrator of
the Director's estate shall be deemed to be the Director's beneficiary.
11. GOVERNING LAW: This Agreement shall be governed by the
laws of the State of Delaware.
12. SECTION 422A: The options granted hereby are not
intended to qualify as incentive stock options under Section 422A of the
Internal Revenue Code of 1986 as amended.
13. NOTICES: All notices to the Company shall be in writing
and sent by certified or registered mail or by a nationally recognized overnight
mail service, postage prepaid, to the Company at its offices at 2400 Xenium Lane
North, Plymouth, Minnesota 55441 or such other address as the Company shall from
time to time notify the Director in writing. All notices to the Director shall
be in writing and sent by certified or registered mail or by a nationally
recognized overnight mail service, postage prepaid, to the Director at the
address set forth on the signature page(s) hereof or such other address as the
Director shall from time to time notify the Company in writing. All notices
shall be deemed to have been given when mailed.
14. CONFLICTS: As a condition to the granting of the option
contained herein, the Director agrees that any dispute or disagreement with
respect to this Agreement or such option shall be determined by the majority of
disinterested directors on the Board of Directors in its sole discretion, and
that their interpretation of the terms of this Agreement shall be final, binding
and conclusive.
IN WITNESS WHEREOF, each the Company and the Director has
caused this Stock Option Agreement to be executed on the date set forth opposite
the respective signatures.
4
<PAGE>
Dated: July 17, 1997 BRAUN'S FASHIONS CORPORATION
-----------------------------
By: /s/ Nicholas H. Cook
----------------------------------
Nicholas H. Cook
Dated: August 25, 1997 DIRECTOR
-----------------------------
/s/ Marc C. Ostrow
--------------------------------------
Marc C. Ostrow
5
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Date of No. of Shares Balance of Authorized Notation
Exercise Purchased Option Shares Signature Date
- -------- --------------- ------------- ---------- ---------
<S> <C> <C> <C> <C>
</TABLE>
6
<PAGE>
SUBSCRIPTION FORM FOR EXERCISE
(To be executed by the holder desiring to
exercise the right to purchase shares
subject to the within option)
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within option for, and to purchase
thereunder, ___________ shares of Common Stock, $.0l par value per share of
BRAUN'S FASHIONS CORPORATION, a Delaware corporation (the "Company"), as
provided therein and herewith makes payment of the purchase price in full and
requests that certificates for such securities be issued in the name of:
---------------------------------------------------------------------------
Name (Please print in block letters)
---------------------------------------------------------------------------
Street
---------------------------------------------------------------------------
City State Zip
---------------------------------------------------------------------------
(Please insert Social Security or other identifying number)
and, if said number of shares shall not be all of the shares issuable
thereunder, that any partial exercise of the within option shall be noted on
Schedule 1 thereof which is delivered herewith.
Dated: -------------------------------
--------------------------- Signature
7
<PAGE>
EXHIBIT 99.2
STOCK OPTION AGREEMENT
BRAUN'S FASHIONS CORPORATION
(Non-Qualified Stock Option)
Name of Director: James J. Fuld, Jr.
Date of Grant: July 17, 1997
Number of Shares: 15,000
Exercise Price Per Share: $8.75
This STOCK OPTION AGREEMENT (the "Agreement") made as of
July 17, 1997 between Braun's Fashions Corporation (the "Company") and the
above-named individual, a non-employee director of the Company (the "Director"),
to record the granting of an option.
1. GRANT OF OPTION: The Company has granted to the
Director, subject to the terms and conditions of this Agreement, the option to
purchase from the Company an aggregate of 15,000 shares of Common Stock ($.01
par value) of the Company at the purchase price of $8.75 per share, such option
to be exercisable as hereinafter provided.
2. EXPIRATION DATE: This option shall expire on July 17,
2007 (the "Expiration Date").
3. EXERCISE OF OPTION:
a. Subject to Section 8 hereof, this option shall become
exercisable with respect to 33-1/3% of the shares of Common Stock
subject hereto on the first anniversary date of the grant of this
option July 17, 1998, and with respect to an additional 33-1/3% of such
shares on each of the second and third anniversary dates of the grant
of this option.
b. This option may be partially exercised from time to
time. This option may not be exercised after the Expiration Date.
c. Notwithstanding the foregoing, this option shall not be
exercisable for a fractional share of stock.
d. Any exercise of this option shall be made in writing
duly executed and delivered to the Company specifying the number of
shares as to which the option is being
1
<PAGE>
exercised in the form of the Subscription Form for Exercise
attached hereto. Schedule I of this Agreement shall be made
available to the Company at the time of exercise for notation of
any partial exercise.
4. PAYMENT OF OPTION PRICE:
a. On the date of any exercise of this option, the purchase
price of the shares as to which this option is being exercised shall be
due and payable and shall be made in cash or by check or by delivery of
shares of Common Stock of the Company registered in the name of the
Director, duly assigned to the Company with respect to the assignment
guaranteed by a bank, trust company or member firm of the New York
Stock Exchange, and with all necessary transfer tax stamps affixed, or
by a combination of the foregoing, any such shares so delivered to be
deemed to have a value per share equal to the fair market value of the
shares on such date, as determined by the Company's Board of Directors.
b. At the time of any exercise of this option, the Director
shall pay to the Company or make arrangements satisfactory to the
Company regarding payment of any federal, state or local taxes of any
kind required by law to be withheld upon the exercise of an option.
5. OPTION NONTRANSFERABLE: This option is not transferable
otherwise than by will or the laws of descent and distribution and is
exercisable during the Director's lifetime only by the Director or his guardian
or legal representative.
6. RIGHTS AS A SHAREHOLDER: The Director shall have no
rights as a shareholder with respect to any of the shares covered by this option
until the date of issuance to the Director of a stock certificate for such
shares, and no adjustment shall be made for any dividends or other rights the
record date of which is prior to the date such stock certificate is issued.
7. GENERAL RESTRICTIONS:
a. At the time of any exercise of this option, the Director
shall furnish the Company with a representation that he is acquiring
the shares issued upon such exercise as an investment and not with a
view to, or for sale in connection with, the distribution of any such
shares; provided, however, that such representation need not be
furnished in the event the shares issued upon such exercise are
registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
b. The Company will not be obligated to issue shares of
Common Stock covered by this option if counsel to the Company
determined that such issuance would violate any law or regulation of
any governmental authority or any agreement between the Company and the
National Association of Securities Dealers ("NASD") or any national
securities exchange upon which the Common Stock is then quoted or
listed. In connection with any issuance or transfer, the person
acquiring the shares shall, if requested by the Company, give
assurances satisfactory to counsel to the Company regarding such
matters as the Company may deem desirable to assure compliance with all
legal requirements. This option shall be subject to the
2
<PAGE>
requirement that if at any time the Board of Directors of the Company
shall determine, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon NASDAQ, any
securities exchange or under any state or federal law, or that the
consent or approval of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, this option or the
issue or purchase of shares under this option, this option shall be
subject to the condition that such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of
Directors of the Company.
c. Certificates evidencing shares of Common Stock issued
pursuant to this Agreement shall bear such legend describing
restrictions on transfer hereof as the Company's counsel shall deem
necessary and appropriate until such time the Company's counsel
determines that such legend is no longer necessary or appropriate.
8. TERMINATION:
a. Except as provided in this Section 8(a) and Section 8(b)
hereof, an option may not be exercised by a Director unless such
Director is then serving as a member of the Board of Directors. In the
event that the service of a Director as a member of the Board of
Directors shall terminate (other than by reason of death or
Disability), all options of such Director that are exercisable at the
time of such termination of services as a member of the Board of
Directors may, unless earlier terminated in accordance with their
terms, be exercised within ninety (90) days after the date of such
termination of service as a member of the Board of Directors.
b. If a Director shall die while serving as a member of the
Board of Directors, or within ninety (90) days after the date of such
Director's termination of service as a member of the Board of
Directors, or if such Director's termination of service as a member of
the Board of Directors shall be due to Disability, all options
theretofore granted to such Director (to the extent otherwise
exercisable) may, unless earlier terminated in accordance with their
terms, be exercised by such Director or by such Director's estate or by
a person who acquired the right to exercise such options by bequest or
inheritance or otherwise by reason of death or disability of such
Director, at any time within one year after the date of death or
disability of such Director. In the event that an option granted
hereunder shall be exercised by the legal representatives of a deceased
or former Director written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the
right of such legal representative to exercise such option.
9. ADJUSTMENT OF SHARES:
a. If there is any change in the number of issued and
outstanding shares of Common Stock of the Company through the
declaration of extraordinary dividends, stock dividends,
recapitalization, stock splits, or combinations or exchanges of such
shares, or other similar transactions, the number of shares of Common
Stock available for awards under the Plan, the number of such shares
covered by this option, and the price per share of outstanding options
shall be adjusted accordingly by the Company to reflect such change in
the number
3
<PAGE>
of issued and outstanding shares of Common Stock; provided, however,
that any fractional shares resulting from such adjustment shall be
eliminated.
b. In the event of the dissolution or liquidation of the
Company, in the event of any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, or in
the event of a merger or consolidation of the Company with another
entity, or other similar transactions, the Company may provide that a
Director shall have the right to exercise an option (at its then Option
Price) or to receive in respect of other types of awards the kind and
amount of shares of stock and other securities, property, cash or any
combination thereof receivable upon such dissolution, liquidation, or
corporate separation or division, or merger or consolidation by a
Director of the number of shares of Common Stock subject to such award
for which such award might have been exercised or realized immediately
prior to such dissolution, liquidation, or corporate separation or
division, or merger or consolidation.
10. BENEFICIARY: A Director may file with the Company a
written designation of a beneficiary on such form as may be prescribed by the
Company and may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Director, the executor or administrator of
the Director's estate shall be deemed to be the Director's beneficiary.
11. GOVERNING LAW: This Agreement shall be governed by the
laws of the State of Delaware.
12. SECTION 422A: The options granted hereby are not
intended to qualify as incentive stock options under Section 422A of the
Internal Revenue Code of 1986 as amended.
13. NOTICES: All notices to the Company shall be in writing
and sent by certified or registered mail or by a nationally recognized overnight
mail service, postage prepaid, to the Company at its offices at 2400 Xenium Lane
North, Plymouth, Minnesota 55441 or such other address as the Company shall from
time to time notify the Director in writing. All notices to the Director shall
be in writing and sent by certified or registered mail or by a nationally
recognized overnight mail service, postage prepaid, to the Director at the
address set forth on the signature page(s) hereof or such other address as the
Director shall from time to time notify the Company in writing. All notices
shall be deemed to have been given when mailed.
14. CONFLICTS: As a condition to the granting of the option
contained herein, the Director agrees that any dispute or disagreement with
respect to this Agreement or such option shall be determined by the majority of
disinterested directors on the Board of Directors in its sole discretion, and
that their interpretation of the terms of this Agreement shall be final, binding
and conclusive.
IN WITNESS WHEREOF, each the Company and the Director has
caused this Stock Option Agreement to be executed on the date set forth opposite
the respective signatures.
4
<PAGE>
Dated: July 17, 1997 BRAUN'S FASHIONS CORPORATION
---------------------------
By: /s/ Nicholas H. Cook
--------------------------------
Nicholas H. Cook
Dated: August 25, 1997 DIRECTOR
---------------------------
/s/ James J. Fuld, Jr.
------------------------------------
James J. Fuld, Jr.
5
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Date of No. of Shares Balance of Authorized Notation
Exercise Purchased Option Shares Signature Date
- --------- ------------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
</TABLE>
6
<PAGE>
SUBSCRIPTION FORM FOR EXERCISE
(To be executed by the holder desiring to
exercise the right to purchase shares
subject to the within option)
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within option for, and to purchase
thereunder, ___________ shares of Common Stock, $.0l par value per share of
BRAUN'S FASHIONS CORPORATION, a Delaware corporation (the "Company"), as
provided therein and herewith makes payment of the purchase price in full and
requests that certificates for such securities be issued in the name of:
------------------------------------------------------------------------
Name (Please print in block letters)
------------------------------------------------------------------------
Street
------------------------------------------------------------------------
City State Zip
------------------------------------------------------------------------
(Please insert Social Security or other identifying number)
and, if said number of shares shall not be all of the shares issuable
thereunder, that any partial exercise of the within option shall be noted on
Schedule 1 thereof which is delivered herewith.
Dated: -----------------------------
---------------------------- Signature
7
<PAGE>
EXHIBIT 99.3
STOCK OPTION AGREEMENT
BRAUN'S FASHIONS CORPORATION
(Non-Qualified Stock Option)
Name of Director: Larry C. Barenbaum
Date of Grant: July 17, 1997
Number of Shares: 15,000
Exercise Price Per Share: $8.75
This STOCK OPTION AGREEMENT (the "Agreement") made as of
July 17, 1997 between Braun's Fashions Corporation (the "Company") and the
above-named individual, a non-employee director of the Company (the "Director"),
to record the granting of an option.
1. GRANT OF OPTION: The Company has granted to the
Director, subject to the terms and conditions of this Agreement, the option to
purchase from the Company an aggregate of 15,000 shares of Common Stock ($.01
par value) of the Company at the purchase price of $8.75 per share, such option
to be exercisable as hereinafter provided.
2. EXPIRATION DATE: This option shall expire on July 17,
2007 (the "Expiration Date").
3. EXERCISE OF OPTION:
a. Subject to Section 8 hereof, this option shall become
exercisable with respect to 33-1/3% of the shares of Common Stock
subject hereto on the first anniversary date of the grant of this
option July 17, 1998, and with respect to an additional 33-1/3% of such
shares on each of the second and third anniversary dates of the grant
of this option.
b. This option may be partially exercised from time to
time. This option may not be exercised after the Expiration Date.
c. Notwithstanding the foregoing, this option shall not be
exercisable for a fractional share of stock.
d. Any exercise of this option shall be made in writing
duly executed and delivered to the Company specifying the number of
shares as to which the option is being
1
<PAGE>
exercised in the form of the Subscription Form for Exercise attached
hereto. Schedule I of this Agreement shall be made available to the
Company at the time of exercise for notation of any partial exercise.
4. PAYMENT OF OPTION PRICE:
a. On the date of any exercise of this option, the purchase
price of the shares as to which this option is being exercised shall be
due and payable and shall be made in cash or by check or by delivery of
shares of Common Stock of the Company registered in the name of the
Director, duly assigned to the Company with respect to the assignment
guaranteed by a bank, trust company or member firm of the New York
Stock Exchange, and with all necessary transfer tax stamps affixed, or
by a combination of the foregoing, any such shares so delivered to be
deemed to have a value per share equal to the fair market value of the
shares on such date, as determined by the Company's Board of Directors.
b. At the time of any exercise of this option, the Director
shall pay to the Company or make arrangements satisfactory to the
Company regarding payment of any federal, state or local taxes of any
kind required by law to be withheld upon the exercise of an option.
5. OPTION NONTRANSFERABLE: This option is not transferable
otherwise than by will or the laws of descent and distribution and is
exercisable during the Director's lifetime only by the Director or his guardian
or legal representative.
6. RIGHTS AS A SHAREHOLDER: The Director shall have no
rights as a shareholder with respect to any of the shares covered by this option
until the date of issuance to the Director of a stock certificate for such
shares, and no adjustment shall be made for any dividends or other rights the
record date of which is prior to the date such stock certificate is issued.
7. GENERAL RESTRICTIONS:
a. At the time of any exercise of this option, the Director
shall furnish the Company with a representation that he is acquiring
the shares issued upon such exercise as an investment and not with a
view to, or for sale in connection with, the distribution of any such
shares; provided, however, that such representation need not be
furnished in the event the shares issued upon such exercise are
registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
b. The Company will not be obligated to issue shares of
Common Stock covered by this option if counsel to the Company
determined that such issuance would violate any law or regulation of
any governmental authority or any agreement between the Company and the
National Association of Securities Dealers ("NASD") or any national
securities exchange upon which the Common Stock is then quoted or
listed. In connection with any issuance or transfer, the person
acquiring the shares shall, if requested by the Company, give
assurances satisfactory to counsel to the Company regarding such
matters as the Company may deem desirable to assure compliance with all
legal requirements. This option shall be subject to the
2
<PAGE>
requirement that if at any time the Board of Directors of the Company
shall determine, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon NASDAQ, any
securities exchange or under any state or federal law, or that the
consent or approval of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, this option or the
issue or purchase of shares under this option, this option shall be
subject to the condition that such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board of Directors of the
Company.
c. Certificates evidencing shares of Common Stock issued
pursuant to this Agreement shall bear such legend describing
restrictions on transfer hereof as the Company's counsel shall deem
necessary and appropriate until such time the Company's counsel
determines that such legend is no longer necessary or appropriate.
8. TERMINATION:
a. Except as provided in this Section 8(a) and Section 8(b)
hereof, an option may not be exercised by a Director unless such
Director is then serving as a member of the Board of Directors. In the
event that the service of a Director as a member of the Board of
Directors shall terminate (other than by reason of death or
Disability), all options of such Director that are exercisable at the
time of such termination of services as a member of the Board of
Directors may, unless earlier terminated in accordance with their
terms, be exercised within ninety (90) days after the date of such
termination of service as a member of the Board of Directors.
b. If a Director shall die while serving as a member of the
Board of Directors, or within ninety (90) days after the date of such
Director's termination of service as a member of the Board of
Directors, or if such Director's termination of service as a member of
the Board of Directors shall be due to Disability, all options
theretofore granted to such Director (to the extent otherwise
exercisable) may, unless earlier terminated in accordance with their
terms, be exercised by such Director or by such Director's estate or by
a person who acquired the right to exercise such options by bequest or
inheritance or otherwise by reason of death or disability of such
Director, at any time within one year after the date of death or
disability of such Director. In the event that an option granted
hereunder shall be exercised by the legal representatives of a deceased
or former Director written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the
right of such legal representative to exercise such option.
9. ADJUSTMENT OF SHARES:
a. If there is any change in the number of issued and
outstanding shares of Common Stock of the Company through the
declaration of extraordinary dividends, stock dividends,
recapitalization, stock splits, or combinations or exchanges of such
shares, or other similar transactions, the number of shares of Common
Stock available for awards under the Plan, the number of such shares
covered by this option, and the price per share of outstanding options
shall be adjusted accordingly by the Company to reflect such change in
the number
3
<PAGE>
of issued and outstanding shares of Common Stock; provided, however,
that any fractional shares resulting from such adjustment shall be
eliminated.
b. In the event of the dissolution or liquidation of the
Company, in the event of any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, or in
the event of a merger or consolidation of the Company with another
entity, or other similar transactions, the Company may provide that a
Director shall have the right to exercise an option (at its then Option
Price) or to receive in respect of other types of awards the kind and
amount of shares of stock and other securities, property, cash or any
combination thereof receivable upon such dissolution, liquidation, or
corporate separation or division, or merger or consolidation by a
Director of the number of shares of Common Stock subject to such award
for which such award might have been exercised or realized immediately
prior to such dissolution, liquidation, or corporate separation or
division, or merger or consolidation.
10. BENEFICIARY: A Director may file with the Company a
written designation of a beneficiary on such form as may be prescribed by the
Company and may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Director, the executor or administrator of
the Director's estate shall be deemed to be the Director's beneficiary.
11. GOVERNING LAW: This Agreement shall be governed by the
laws of the State of Delaware.
12. SECTION 422A: The options granted hereby are not
intended to qualify as incentive stock options under Section 422A of the
Internal Revenue Code of 1986 as amended.
13. NOTICES: All notices to the Company shall be in writing
and sent by certified or registered mail or by a nationally recognized overnight
mail service, postage prepaid, to the Company at its offices at 2400 Xenium Lane
North, Plymouth, Minnesota 55441 or such other address as the Company shall from
time to time notify the Director in writing. All notices to the Director shall
be in writing and sent by certified or registered mail or by a nationally
recognized overnight mail service, postage prepaid, to the Director at the
address set forth on the signature page(s) hereof or such other address as the
Director shall from time to time notify the Company in writing. All notices
shall be deemed to have been given when mailed.
14. CONFLICTS: As a condition to the granting of the option
contained herein, the Director agrees that any dispute or disagreement with
respect to this Agreement or such option shall be determined by the majority of
disinterested directors on the Board of Directors in its sole discretion, and
that their interpretation of the terms of this Agreement shall be final, binding
and conclusive.
IN WITNESS WHEREOF, each the Company and the Director has
caused this Stock Option Agreement to be executed on the date set forth opposite
the respective signatures.
4
<PAGE>
Dated: July 17, 1997 BRAUN'S FASHIONS CORPORATION
----------------------
By: /s/ Nicholas H. Cook
----------------------------
Nicholas H. Cook
Dated: August 25, 1997 DIRECTOR
----------------------
/s/ Larry C. Barenbaum
-------------------------------
Larry C. Barenbaum
5
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Date of No. of Shares Balance of Authorized Notation
Exercise Purchased Option Shares Signature Date
- -------- --------- ------------- --------- ----
<S> <C> <C> <C> <C>
</TABLE>
6
<PAGE>
SUBSCRIPTION FORM FOR EXERCISE
(To be executed by the holder desiring to
exercise the right to purchase shares
subject to the within option)
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within option for, and to purchase
thereunder, ___________ shares of Common Stock, $.0l par value per share of
BRAUN'S FASHIONS CORPORATION, a Delaware corporation (the "Company"), as
provided therein and herewith makes payment of the purchase price in full and
requests that certificates for such securities be issued in the name of:
---------------------------------------------------------------
Name (Please print in block letters)
---------------------------------------------------------------
Street
---------------------------------------------------------------
City State Zip
---------------------------------------------------------------
(Please insert Social Security or other identifying number)
and, if said number of shares shall not be all of the shares issuable
thereunder, that any partial exercise of the within option shall be noted on
Schedule 1 thereof which is delivered herewith.
Dated: --------------------------
----------------------- Signature
7
<PAGE>
EXHIBIT 99.4
STOCK OPTION AGREEMENT
BRAUN'S FASHIONS CORPORATION
(Non-Qualified Stock Option)
Name of Director: Donald D. Beeler
Date of Grant: July 17, 1997
Number of Shares: 15,000
Exercise Price Per Share: $8.75
This STOCK OPTION AGREEMENT (the "Agreement") made as of
July 17, 1997 between Braun's Fashions Corporation (the "Company") and the
above-named individual, a non-employee director of the Company (the "Director"),
to record the granting of an option.
1. GRANT OF OPTION: The Company has granted to the
Director, subject to the terms and conditions of this Agreement, the option to
purchase from the Company an aggregate of 15,000 shares of Common Stock ($.01
par value) of the Company at the purchase price of $8.75 per share, such option
to be exercisable as hereinafter provided.
2. EXPIRATION DATE: This option shall expire on July 17,
2007 (the "Expiration Date").
3. EXERCISE OF OPTION:
a. Subject to Section 8 hereof, this option shall become
exercisable with respect to 33-1/3% of the shares of Common Stock
subject hereto on the first anniversary date of the grant of this
option July 17, 1998, and with respect to an additional 33-1/3% of such
shares on each of the second and third anniversary dates of the grant
of this option.
b. This option may be partially exercised from time to
time. This option may not be exercised after the Expiration Date.
c. Notwithstanding the foregoing, this option shall not be
exercisable for a fractional share of stock.
d. Any exercise of this option shall be made in writing
duly executed and delivered to the Company specifying the number of
shares as to which the option is being
1
<PAGE>
exercised in the form of the Subscription Form for Exercise attached
hereto. Schedule I of this Agreement shall be made available to the
Company at the time of exercise for notation of any partial exercise.
4. PAYMENT OF OPTION PRICE:
a. On the date of any exercise of this option, the purchase
price of the shares as to which this option is being exercised shall be
due and payable and shall be made in cash or by check or by delivery of
shares of Common Stock of the Company registered in the name of the
Director, duly assigned to the Company with respect to the assignment
guaranteed by a bank, trust company or member firm of the New York
Stock Exchange, and with all necessary transfer tax stamps affixed, or
by a combination of the foregoing, any such shares so delivered to be
deemed to have a value per share equal to the fair market value of the
shares on such date, as determined by the Company's Board of Directors.
b. At the time of any exercise of this option, the Director
shall pay to the Company or make arrangements satisfactory to the
Company regarding payment of any federal, state or local taxes of any
kind required by law to be withheld upon the exercise of an option.
5. OPTION NONTRANSFERABLE: This option is not transferable
otherwise than by will or the laws of descent and distribution and is
exercisable during the Director's lifetime only by the Director or his guardian
or legal representative.
6. RIGHTS AS A SHAREHOLDER: The Director shall have no
rights as a shareholder with respect to any of the shares covered by this option
until the date of issuance to the Director of a stock certificate for such
shares, and no adjustment shall be made for any dividends or other rights the
record date of which is prior to the date such stock certificate is issued.
7. GENERAL RESTRICTIONS:
a. At the time of any exercise of this option, the Director
shall furnish the Company with a representation that he is acquiring
the shares issued upon such exercise as an investment and not with a
view to, or for sale in connection with, the distribution of any such
shares; provided, however, that such representation need not be
furnished in the event the shares issued upon such exercise are
registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
b. The Company will not be obligated to issue shares of
Common Stock covered by this option if counsel to the Company
determined that such issuance would violate any law or regulation of
any governmental authority or any agreement between the Company and the
National Association of Securities Dealers ("NASD") or any national
securities exchange upon which the Common Stock is then quoted or
listed. In connection with any issuance or transfer, the person
acquiring the shares shall, if requested by the Company, give
assurances satisfactory to counsel to the Company regarding such
matters as the Company may deem desirable to assure compliance with all
legal requirements. This option shall be subject to the
2
<PAGE>
requirement that if at any time the Board of Directors of the Company
shall determine, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon NASDAQ, any
securities exchange or under any state or federal law, or that the
consent or approval of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, this option or the
issue or purchase of shares under this option, this option shall be
subject to the condition that such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of
Directors of the Company.
c. Certificates evidencing shares of Common Stock issued
pursuant to this Agreement shall bear such legend describing
restrictions on transfer hereof as the Company's counsel shall deem
necessary and appropriate until such time the Company's counsel
determines that such legend is no longer necessary or appropriate.
8. TERMINATION:
a. Except as provided in this Section 8(a) and Section 8(b)
hereof, an option may not be exercised by a Director unless such
Director is then serving as a member of the Board of Directors. In the
event that the service of a Director as a member of the Board of
Directors shall terminate (other than by reason of death or
Disability), all options of such Director that are exercisable at the
time of such termination of services as a member of the Board of
Directors may, unless earlier terminated in accordance with their
terms, be exercised within ninety (90) days after the date of such
termination of service as a member of the Board of Directors.
b. If a Director shall die while serving as a member of the
Board of Directors, or within ninety (90) days after the date of such
Director's termination of service as a member of the Board of
Directors, or if such Director's termination of service as a member of
the Board of Directors shall be due to Disability, all options
theretofore granted to such Director (to the extent otherwise
exercisable) may, unless earlier terminated in accordance with their
terms, be exercised by such Director or by such Director's estate or by
a person who acquired the right to exercise such options by bequest or
inheritance or otherwise by reason of death or disability of such
Director, at any time within one year after the date of death or
disability of such Director. In the event that an option granted
hereunder shall be exercised by the legal representatives of a deceased
or former Director written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the
right of such legal representative to exercise such option.
9. ADJUSTMENT OF SHARES:
a. If there is any change in the number of issued and
outstanding shares of Common Stock of the Company through the
declaration of extraordinary dividends, stock dividends,
recapitalization, stock splits, or combinations or exchanges of such
shares, or other similar transactions, the number of shares of Common
Stock available for awards under the Plan, the number of such shares
covered by this option, and the price per share of outstanding options
shall be adjusted accordingly by the Company to reflect such change in
the number
3
<PAGE>
of issued and outstanding shares of Common Stock; provided, however,
that any fractional shares resulting from such adjustment shall be
eliminated.
b. In the event of the dissolution or liquidation of the
Company, in the event of any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, or in
the event of a merger or consolidation of the Company with another
entity, or other similar transactions, the Company may provide that a
Director shall have the right to exercise an option (at its then Option
Price) or to receive in respect of other types of awards the kind and
amount of shares of stock and other securities, property, cash or any
combination thereof receivable upon such dissolution, liquidation, or
corporate separation or division, or merger or consolidation by a
Director of the number of shares of Common Stock subject to such award
for which such award might have been exercised or realized immediately
prior to such dissolution, liquidation, or corporate separation or
division, or merger or consolidation.
10. BENEFICIARY: A Director may file with the Company a
written designation of a beneficiary on such form as may be prescribed by the
Company and may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Director, the executor or administrator of
the Director's estate shall be deemed to be the Director's beneficiary.
11. GOVERNING LAW: This Agreement shall be governed by the
laws of the State of Delaware.
12. SECTION 422A: The options granted hereby are not
intended to qualify as incentive stock options under Section 422A of the
Internal Revenue Code of 1986 as amended.
13. NOTICES: All notices to the Company shall be in writing
and sent by certified or registered mail or by a nationally recognized overnight
mail service, postage prepaid, to the Company at its offices at 2400 Xenium Lane
North, Plymouth, Minnesota 55441 or such other address as the Company shall from
time to time notify the Director in writing. All notices to the Director shall
be in writing and sent by certified or registered mail or by a nationally
recognized overnight mail service, postage prepaid, to the Director at the
address set forth on the signature page(s) hereof or such other address as the
Director shall from time to time notify the Company in writing. All notices
shall be deemed to have been given when mailed.
14. CONFLICTS: As a condition to the granting of the option
contained herein, the Director agrees that any dispute or disagreement with
respect to this Agreement or such option shall be determined by the majority of
disinterested directors on the Board of Directors in its sole discretion, and
that their interpretation of the terms of this Agreement shall be final, binding
and conclusive.
IN WITNESS WHEREOF, each the Company and the Director has
caused this Stock Option Agreement to be executed on the date set forth opposite
the respective signatures.
4
<PAGE>
Dated: July 17, 1997 BRAUN'S FASHIONS CORPORATION
---------------------------
By: /s/ Nicholas H. Cook
-----------------------------------
Nicholas H. Cook
Dated: August 25, 1997 DIRECTOR
---------------------------
/s/ Donald D. Beeler
--------------------------------------
Donald D. Beeler
5
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Date of No. of Shares Balance of Authorized Notation
Exercise Purchased Option Shares Signature Date
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<S> <C> <C> <C> <C>
</TABLE>
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SUBSCRIPTION FORM FOR EXERCISE
(To be executed by the holder desiring to
exercise the right to purchase shares
subject to the within option)
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within option for, and to purchase
thereunder, ___________ shares of Common Stock, $.0l par value per share of
BRAUN'S FASHIONS CORPORATION, a Delaware corporation (the "Company"), as
provided therein and herewith makes payment of the purchase price in full and
requests that certificates for such securities be issued in the name of:
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Name (Please print in block letters)
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Street
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City State Zip
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(Please insert Social Security or other identifying number)
and, if said number of shares shall not be all of the shares issuable
thereunder, that any partial exercise of the within option shall be noted on
Schedule 1 thereof which is delivered herewith.
Dated: ----------------------------------
---------------------------- Signature
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