<PAGE>
As filed with the Securities and Exchange Commission on February 1, 2000.
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BRAUN'S 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)
BRAUN'S FASHIONS CORPORATION
DIRECTOR OPTIONS: TO PURCHASE COMMON STOCK
1998 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Copy to:
Andrew K. Moller Kevin L. Crudden
Chief Financial Officer Robins, Kaplan, Miller & Ciresi L.L.P.
Braun's 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
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED(1) REGISTERED SHARE PRICE FEE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 150,000 shares $18.85(2) $2,827,500(2) $850.00
$.01 par value
- --------------------------------------------------------------------------------
Common Stock,
$.01 par value 30,000 shares $ 5.83(3) $ 174,900(3) $ 53.00
- --------------------------------------------------------------------------------
Total 180,000 shares $2,175,900 $903.00
</TABLE>
(1) Includes (i) the 1998 Director Stock Option Plan which authorities
the granting of options to purchase up to 150,000 shares and (ii)
options to purchase 30,000 shares granted to directors outside of
directors plans.
(2) 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 February 14, 2000
as reported on The Nasdaq National Market.
(3) Pursuant to Rule 457(h), the registration fee calculation is based
on the average option price per share for shares presently subject to
options.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Braun's 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-K405 for the fiscal year ended
February 27, 1999;
b. The Company's Quarterly Reports on Form 10-Q for the quarters ended May
29, 1999, August 28, 1999 and November 27, 1999; 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K405 for
the year ended February 27, 1999, 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.
2
<PAGE>
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.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement on
Form S-8:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
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 Braun's Fashions Corporation 1998 Director Stock Option Plan
(filed electronically herewith)
99.2 Option dated July 17, 1997 granted to Marc C. Ostrow(1)
99.3 Option dated July 17, 1997 granted to James J. Fuld, Jr.(1)
99.4 Option dated July 17, 1997 granted to Larry C. Barenbaum(1)
99.5 Option dated July 17, 1997 granted to Donald D. Beeler(1)
</TABLE>
- --------------------
(1) Previously Filed
3
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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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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) of
this section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission 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.
4
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(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 of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the 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) 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 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
5
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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 Plymouth, State of Minnesota on February 15, 2000.
BRAUN'S FASHIONS CORPORATION
By /s/ Andrew K. Moller
--------------------------------
Andrew K. Moller
Chief Financial Officer
6
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POWER OF ATTORNEY
We, the undersigned directors and officers of Braun's 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 Braun's 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>
Chairman and Chief Executive February 15, 2000
/s/ William J. Prange Officer (Principal Executive
- ------------------------ Officer)
William J. Prange
President and Chief Operating February 15, 2000
/s/ Joseph C. Pennington Officer
- ------------------------
Joseph C. Pennington
Chief Financial Officer February 15, 2000
/s/ Andrew K. Moller (Principal Financial Officer
- ------------------------ and Principal Accounting
Andrew K. Moller Officer)
Director February 15, 2000
/s/ Nicholas H. Cook
- ------------------------
Nicholas H. Cook
/s/ Marc C. Ostrow Director February 15, 2000
- ------------------------
Marc C. Ostrow
/s/ James J. Fuld, Jr. Director February 15, 2000
- ------------------------
James J. Fuld, Jr.
7
<PAGE>
/s/ Larry C. Barenbaum
- ------------------------
Larry C. Barenbaum Director February 15, 2000
/s/ Donald D. Beeler Director February 15, 2000
- ------------------------
Donald D. Beeler
/s/ Anne L. Jones Director February 15, 2000
- ------------------------
Anne L. Jones
</TABLE>
8
<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
February 15, 2000
Braun's Fashions Corporation
2400 Xenium Lane North
Plymouth, MN 55441
Re: REGISTRATION STATEMENT ON FORM S-8
1998 DIRECTOR STOCK OPTION PLAN AND DIRECTOR OPTIONS
REGISTRATION OF 180,000 SHARES OF COMMON STOCK
Ladies and Gentlemen:
We have acted as legal counsel for Braun's 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, as amended, of 180,000 shares (the "Shares") of
common stock, $.01 par value (the "Common Stock"), to be issued by the
Company consisting of (i) 150,000 shares pursuant to the Braun's Fashions
Corporation 1998 Director Stock Option Plan, (the "Plan") in the manner set
forth in the Registration Statement and the Prospectus and (ii) 30,000 shares
granted Company's directors pursuant to options outside the Plan.
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:
1. The Company has been legally incorporated and is validly existing under
the laws of the State of Delaware.
<PAGE>
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 this
Registration Statement on Form S-8.
Sincerely,
/s/ ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
2
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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 2, 1999, relating
to the financial statements which appear in Braun's Fashions Corporation's
Annual Report on Form 10-K for the year ended February 27, 1999. We also
consent to the reference to us as Experts in Item 5 in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 15, 2000
<PAGE>
BRAUNS FASHIONS CORPORATION
1998 DIRECTOR STOCK OPTION PLAN
The purpose of the Brauns Fashions Corporation 1998 Director Stock Option
Plan (the "Option Plan") is to attract and retain persons of outstanding
competence to serve on the Board of Directors of Brauns Fashions Corporation
(the "Company").
1. ADMINISTRATION. The Option Plan will be administered by the Board of
Directors of the Company. Grants of stock options under the Option Plan
("Options") and the amount and nature of the Options so granted will be
automatic, as described below.
2. STOCK SUBJECT TO THE OPTION PLAN. An aggregate of 100,000 shares of
Common Stock, par value $.0l per share ("Common Stock"), of the Company are
reserved for issuance under the Option Plan. The number of shares authorized
for issuance under the Option Plan may be increased from time to time by
approval of the Board of Directors and, if required pursuant to Rule 16b-3 under
the Securities Exchange Act of 1934 or the applicable rules of any securities
exchange or the NASD, the shareholders of the Company. In the event of any
reorganization, merger, recapitalization, stock dividend, stock split, or
similar change in the corporate structure or shares of the Company, appropriate
adjustments will be made to the number and kind of shares reserved for issuance
under the Option Plan and pursuant to outstanding Options and to the exercise
price of outstanding Options.
3. AUTOMATIC OPTION GRANTS. Under the Option Plan, each non-employee
director will automatically be granted Options to purchase shares of Common
Stock as follows:
i. On the date of the 1999 annual meeting of shareholders, each
non-employee director will automatically be granted an Option to
purchase 5,000 shares of Common Stock.
ii. Thereafter, on the date of each subsequent annual meeting of
shareholders at which the non-employee director is reelected, or
otherwise continues to serve as a director pursuant to the current
three year terms, to the Board of Directors, the non-employee director
shall automatically be granted an additional Option to purchase 5,000
shares of Common Stock.
4. VESTING, EXERCISABILITY AND EXPIRATION. All Options granted under the
Option Plan shall be fully vested when granted, but may not be exercised until
six months following the date of grant. All Options granted under the Option
Plan shall expire five years after the date of grant.
5. TRANSFERABILITY. No Option granted under the Option Plan is
assignable or transferable during the lifetime of the director, either
voluntarily or involuntarily. Options shall be exercisable during a director's
lifetime only by such director. In the event of the death of a non-employee
director, Options granted under the Option Plan may be transferred by will or
the
<PAGE>
laws of descent and distribution and may only be exercised by the executors or
administrators of such director's estate or by the person or persons to whom
such director's rights under the Option shall. pass by the director's will or
the laws of descent and distribution.
6. EXERCISE PRICE. The exercise price of Options granted under the
Option Plan shall be equal to the fair market value of one share of Common
Stock on the date of grant. For purposes of the Option Plan, "fair market
value" is the average of the high and low sales price of the Common Stock, as
reported by the NASDAQ National Market System on the date of grant. Payment for
the exercise of Options may be made in cash, by personal check payable to the
Company, by delivery of shares of Common Stock having an aggregate fair market
value on the date of exercise which is not less than the option price, or by a
combination thereof.
7. PLAN AMENDMENT AND TERMINATION. The Board of Directors may suspend
or terminate the Option Plan or any portion thereof at any time, and may amend
the Option Plan from time to time in any respect, provided that no such
amendment will be effective without approval of the shareholders, if shareholder
approval is required pursuant to Rule 16b-3 under the Securities Exchange Act of
1934 or the applicable rules of any securities exchange or the NASD. To the
extent prohibited under Rule 16b-3 under the Securities Exchange Act of 1934,
the Option Plan may not be amended more than once every six months. No
termination, suspension or amendment of the Option Plan will alter an
outstanding Option without the consent of the holder of such Option. Unless
earlier terminated by action of the Board, the Option Plan will terminate on
July 17, 2008, and no Option shall be granted after any such termination.
Options outstanding upon termination of the Option Plan may continue to be
exercised in accordance with their terms.
8. COMPLIANCE WITH SEC REGULATIONS. It is the Company's intent that the
Option Plan comply in all respects with Rule 16b-3 of the Act and any
regulations promulgated thereunder. If any provision of this plan is later
found not to be in compliance with the Rule, the provision shall be deemed null
and void. All grants and exercises of Options under the Option Plan shall be
executed in accordance with the requirements of Section 16 of the Act, as
amended, and any regulations promulgated thereunder.
9. SHAREHOLDER APPROVAL. The Option Plan shall be subject to approval by
the shareholders holding at least a majority of the voting stock of the Company
represented in person or by proxy at a duty held shareholders' meeting, and any
Option granted under the Option Plan prior to the date of such approval shall be
contingent upon such approval.
10. EFFECTIVE DATE. This Option Plan shall be effective as of July 17,
1998, subject to shareholder approval of the Option Plan as described above on
or before July 17, 1999.
11. MISCELLANEOUS. Except as otherwise provided herein, no non-employee
director shall have any claim or right to be granted an Option under the Option
Plan. Neither the Option Plan nor any action hereunder shall be construed as
giving any director any right to be retained in the service of the Company.
