<PAGE>
As filed with the Securities and Exchange Commission on March 28, 2000.
Registration No. 333-___________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
==================================
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
==================================
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
1987 STOCK INCENTIVE PLAN, AS AMENDED
(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
(763) 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.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------- -------------------- ----------------------- ------------------------ ----------------------
PROPOSED
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED OFFERING PRICE PER AGGREGATE REGISTRATION FEE
SHARE(1) OFFERING PRICE(1)
- ----------------------- -------------------- ----------------------- ------------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 555,000 shares $18.81 $10,439,550 $3,080.00
- ----------------------- -------------------- ----------------------- ------------------------ ----------------------
</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 March 23, 2000 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 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 1987 Stock Incentive Plan, as amended
(filed electronically herewith)
</TABLE>
3
<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. 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
<PAGE>
(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
<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 Plymouth, State of Minnesota on March 27, 2000.
BRAUN'S FASHIONS CORPORATION
By /s/ Andrew K. Moller
------------------------------------
Andrew K. Moller
Chief Financial Officer
6
<PAGE>
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 Officer March 27, 2000
/s/ William J. Prange (Principal Executive
- ---------------------------- Officer)
William J. Prange
/s/ Joseph E. Pennington President and Chief Operating Officer March 27, 2000
- ----------------------------
Joseph E. Pennington
Chief Financial Officer (Principal March 27, 2000
/s/ Andrew K. Moller Financial Officer and Principal
- ----------------------------- Accounting Officer)
Andrew K. Moller
/s/ Nicholas H. Cook Director March 27, 2000
- -----------------------------
Nicholas H. Cook
/s/ Marc C. Ostrow
- -----------------------------
Marc C. Ostrow Director March 27, 2000
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James J. Fuld, Jr. Director March 27, 2000
- -----------------------------
James J. Fuld, Jr.
/s/ Larry C. Barenbaum Director March 27, 2000
- -----------------------------
Larry C. Barenbaum
/s/ Donald D. Beeler Director March 27, 2000
- -----------------------------
Donald D. Beeler
/s/ Anne L. Jones Director March 27, 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
March 27, 2000
Braun's Fashions Corporation
2400 Xenium Lane North
Plymouth, MN 55441
Re: REGISTRATION STATEMENT ON FORM S-8
1987 STOCK INCENTIVE PLAN, AS AMENDED
REGISTRATION OF 555,000 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 555,000 shares (the "Shares") of
common stock, $.01 par value (the "Common Stock"), to be issued by the Company
pursuant to the Braun's Fashions Corporation 1987 Stock Incentive Plan, as
amended (the "Plan") 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:
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
<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 2, 1999,
relating to the financial statements which appear in Brauns 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
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 27, 2000
<PAGE>
EXHIBIT 99.1
BRAUN'S HOLDING COMPANY, INC.
(BRAUN'S FASHIONS CORPORATION)*
1987 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of the Plan is to advance the interest
of Braun's Holding Company, Inc., a Delaware corporation (the "Company"), and
its shareholders by providing an incentive to attract and retain the officers
and other key employees of the Company and its subsidiaries who are primarily
responsible for the management and successful growth of the business of the
Company and its subsidiaries. It is intended that this purpose will be effected
through the granting of stock options and/or stock awards (collectively, the
"Grants") as provided herein.
2. EFFECTIVE DATE AND TERM OF PLAN. The effective date of the
Plan shall be September 11, 1987. No Grants shall be made after September 11,
1997; provided, however, that the Plan and all Grants made on or before
September 11, 1997 shall remain in effect until they have been satisfied or
terminated in accordance with the terms thereof.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered
by the Stock Incentive Committee (the "Committee") of the Board of Directors of
the Company, which shall consist of at least two (2) directors, none of whom,
while serving on the Committee, shall be, or within one year prior thereto have
been, eligible to receive Grants under the Plan. The Committee shall have
authority to adopt rules and regulations for carrying out the Plan, to select
the employees to whom Grants will be made, to determine the number of shares to
be optioned or awarded to each such employee and to interpret, construe and
implement the provisions of the Plan. Decisions of the Committee shall be
binding upon the Company and upon all employees eligible to participate in the
Plan.
4. STOCK SUBJECT TO THE PLAN*. The aggregate number of shares
subject to the Plan shall be 7,000 shares of the Common Stock of the Company,
$.01 par value per share. Such shares may be authorized and unissued shares or
may be treasury shares. Any shares subject to an option or award which for any
reason expires or is terminated unexercised as to such shares may again be
subject to an option or award under the Plan.
5. ELIGIBLE EMPLOYEES. Grants may be made only to officers and
other key employees of the Company or any subsidiary of the Company. No Grant,
however, shall be made
- ---------------------------
*See Amendment
<PAGE>
to a director who is not an officer or salaried employee or to any person who,
on the date of initial adoption of the Plan, held any shares of the Company's
Common Stock or to any person owning or otherwise holding on the date of grant
shares of the Company's Common Stock and/or options, warrants, rights or
convertible securities to acquire Common Stock with respect to 3% or more of the
Company's then outstanding shares of Common Stock.
6. INCENTIVE STOCK OPTIONS. Certain options granted hereunder
shall be "incentive options" under the provisions of section 422A of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Incentive options shall be evidenced by stock
option agreements in such form as the Committee shall approve from time to
time, which agreements shall conform with this Plan and shall contain in
substance the following terms and conditions:
(a) NUMBER OF SHARES. The option agreement
shall specify the number of shares to which it pertains.
(b) PURCHASE PRICE. Except as provided in
the following sentence, the purchase price per share of stock under each
option shall be at least 100% of the fair market value of such stock on the
day the option is granted, as determined by the Committee.
(c) EXERCISE. Each such option may be
exercised at such time and in such manner (including, without limitation, in
whole or in part) as specified by the Committee which may, among other
things, provide that options may become subject to exercise in installments;
provided, however, that in no event shall an option be exercisable more than
ten (10) years from the date on which it is granted. No option shall be
exercisable for a fractional share of stock.
(d) PAYMENT. The purchase price of any stock
purchased pursuant to the exercise of an option granted hereunder shall be
payable in full on the exercise date in cash or by check or by delivery of
shares of Common Stock of the Company registered in the name of the optionee
duly assigned to the Company with the assignment guaranteed by a bank, trust
company or member firm of the New York Stock Exchange, or by a combination of
the foregoing. Any such shares so delivered shall be deemed to have a value
per share equal to the fair market value of the shares on such date, as
determined by the Committee. Subject to the approval of the Committee, or of
such person to whom the Committee may delegate such authority (its
"designee") (but such designee shall have no authority to approve loans to
himself), the Company may loan to the employee a sum equal to an amount which
is not in excess of 100% of the purchase price of the shares so purchased,
such loan to be evidenced by the execution and delivery of a promissory note.
Interest shall be paid annually on the unpaid balance of the promissory note
at such rate as shall be determined by the Committee or its designee. Such
promissory note shall be secured by the pledge to the Company of shares
having an aggregate fair market value on the date of purchase equal to or
greater than the amount of such note. An optionee shall have, as to such
pledged shares, all rights of ownership including the right to vote such
shares and to receive dividends paid on such shares,
2
<PAGE>
subject to the security interest of the Company. Such shares shall not be
released by the Company from the pledge unless the proportionate amount of the
note secured thereby has been repaid to the Company. All notes executed and
delivered pursuant hereto shall be payable at such times and in such amounts and
shall contain such other terms as shall be specified by the Committee or its
designee or stated in the option agreement; provided, however, that such terms
shall conform to requirements contained in any applicable regulations which are
issued by any governmental authority.
(e) RIGHTS AS A SHAREHOLDER. The optionee
shall have no rights as a shareholder with respect to any shares covered by
his option until the date of issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.
(f) PURCHASE FOR INVESTMENT. Each employee
acquiring shares hereunder will be required to give a representation that he
is acquiring such shares as an investment and not with a view to, or for sale
in connection with, the distribution of any such shares. This requirement
shall be imposed solely for the purpose of enabling the Company to comply
with the provisions of the Securities Act of 1933, as amended. If at any time
the stock which may be issued pursuant to this Plan is registered with the
Securities and Exchange Commission, this section and any representation given
hereunder shall become inoperative.
(g) MAXIMUM VALUE OF SHARES. No incentive
option shall be granted to an employee in any calendar year under this or any
other incentive option plan of the Company or its subsidiaries to purchase
shares as to which the aggregate fair market value (determined on the date of
grant) of shares which first become exercisable thereunder in any calendar
year exceeds $100,000.
(h) NON-TRANSFERABILITY. No option shall be
transferable by the optionee except by will or the laws of descent and
distribution. During the life of an optionee, the option shall be exercisable
only by him or his guardian or legal representative.
7. NONQUALIFIED OPTIONS. Options other than "incentive
options" may be granted hereunder. Such nonqualified options shall be
evidenced by stock option agreements in such form as the Committee shall
approve from time to time, which agreements shall conform with this Plan and
shall contain in substance the terms and conditions specified in section 6
(with the exception of subsection (b) thereof and subsection (g) thereof) of
this Plan plus such other terms and conditions as the Committee shall
designate.
8. RESTRICTED STOCK AWARDS. The Committee may make awards,
evidenced by such written agreement as the Committee shall, from time to
time, prescribe, consisting of a specified number of shares of the Company's
Common Stock with an appropriate restrictive legend affixed thereto or the
right to receive such number of shares (hereinafter called "Restricted
Stock"). Such award shall be neither an option nor a sale, but shall be
subject to the following conditions and restrictions:
3
<PAGE>
(a) Restricted Stock may not be sold or
otherwise transferred by the employee until ownership vests at such time and
in such manner as specified by the Committee which may, among other things,
provide that only a certain percentage of such shares shall vest each year.
(b) Except as otherwise determined by the
Committee, all rights and title to Restricted Stock granted to a participant
under the Plan shall terminate and be forfeited to the Company upon failure
to fulfill all conditions and restrictions applicable to such Restricted
Stock, including, without limitation, continuation of the participant's
employment with the Company or a subsidiary of the Company.
(c) Except for the restrictions set forth
herein and those specified by the Committee, a holder of Restricted Stock
shall possess all the rights of a holder of the Company's Common Stock;
provided, however, that in those cases where the Grant of Restricted Stock
consists of the grant of the right to receive a specified number of shares of
the Company's Common Stock, the holder of such Restricted Stock shall have
the rights of a holder of the Company's Common Stock only with respect to the
shares which shall have fully vested.
(d) All other provisions of the Plan not
inconsistent with this section shall apply to Restricted Stock or the holder
thereof, as appropriate, unless otherwise determined by the Committee.
9. RECAPITALIZATION. In the event there is any
recapitalization in the form of a stock dividend, distribution, split,
subdivision or combination of shares of Common Stock of the Company,
resulting in an increase or decrease in the number of shares of Common Stock
outstanding, the number of shares of Common Stock available under the Plan
shall be increased or decreased proportionately, as the case may be, and the
number of shares covered by each outstanding Grant and the exercise price per
share under the outstanding options shall be increased or decreased
proportionately, as the case may be, without change in the aggregate exercise
price.
10. REORGANIZATION. If, pursuant to any reorganization,
sale or exchange of assets, consolidation or merger, outstanding Common Stock
of the Company is or would be exchanged for other securities of the Company
or of another corporation which is a party to such transaction, or for
property, any option or other award under the Plan theretofore granted shall
apply to the securities or property into which the Common Stock covered
thereby would have been changed or for which such Common Stock would have
been exchanged had such Common Stock been outstanding at the time. In any of
such events the total number and class of shares then remaining available for
issuance under the Plan (including shares reserved for outstanding options
and awards and shares available for future grant of options or other award
under the Plan) shall likewise be adjusted so that the Plan shall thereafter
cover the number and class of shares equivalent to the shares covered by the
Plan immediately prior to such event.
4
<PAGE>
11. GENERAL RESTRICTIONS.
(a) The Company will not be obligated to make
any Grant or issue shares of Common Stock, or make any payment if counsel to
the Company determines that such Grant, issuance or payment would violate any
law or regulation of any governmental authority or any agreement between the
Company and the NASD or any national securities exchange upon which the
Common Stock is quoted or listed. In connection with any Grant, issuance or
transfer, the person acquiring the shares shall, if requested by the Company,
give assurance satisfactory to counsel to the Company regarding such matters
as the Company may deem desirable to assure compliance with all legal
requirements. Each Grant shall be subject to the requirement that if at any
time the Committee shall determine, in its discretion, that the listing,
registration or qualification of the shares subject to such Grant 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, such Grant or the issue
or purchase of shares thereunder, such Grant 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 Committee.
(b) Notwithstanding any provision of this
Plan to the contrary, unless the Company is then subject to the periodic
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Reporting Requirements"), shares of Common Stock
acquired pursuant to this Plan may not be sold, transferred or otherwise
disposed of except as set forth in section 12(b) and (c) hereof.
(c) Certificates evidencing shares of Common
Stock issued pursuant to the Plan may bear a legend describing restrictions
on transfer thereof.
12. TERMINATION OF EMPLOYMENT.
(a)* Incentive options and nonqualified
options, shall terminate immediately upon the termination of the optionee's
employment by the Company or any subsidiary; provided, however, that in the
event such termination of employment results from (i) the optionee's
retirement with the consent of the Company, such options may be exercised
within three (3) months of the date of termination and (ii) the optionee's
disability (as defined in section 105(d)(4) of the Internal Revenue Code of
1986, as amended) or death, such options may be exercised by the optionee's
legal representative, heir or devisee, as appropriate, within one (1) year
from the date of disability or death. Notwithstanding clause (i) of the
preceding sentence, the Company may terminate and cancel an incentive option
or a nonqualified option during the three-month period referred to in such
clause if the optionee engages in employment or activities contrary, in the
opinion of the Board of Directors or the Committee, to the best interests of
the Company of any subsidiary. In addition, the Committee shall, in each case
in which clause (i) of the second preceding sentence may be applicable,
determine
- -----------------------
*See Amendment
5
<PAGE>
whether a termination of employment shall be considered retirement with the
consent of the Company. Notwithstanding the foregoing, (i) no incentive option
or nonqualified option shall be exercisable after the expiration date of such
option and (ii) no incentive option or nonqualified option (or portion thereof)
which is not exercisable on the date of termination of employment shall be
exercisable thereafter without the consent of the Committee.
(b) In the event of the termination of an
optionee's employment for any reason whatsoever (including, without
limitation, death, disability or retirement), the Company shall have the
option (the "Call"), for a period of sixty (60) days after the later of (i)
the date of such termination and (ii) the date upon which such optionee's
right to exercise any options granted under the Plan (if such right to
exercise shall have been extended pursuant to the proviso to the first
sentence of section 12(a) hereof) shall have terminated, to purchase from the
optionee, upon written notice to the optionee at his last known address, any
or all shares of Common Stock acquired by such optionee pursuant to a Grant
at a price per share equal to the book value per share of Common Stock
outstanding at the close of the fiscal year immediately preceding the date of
termination of employment (adjusted for any recapitalization, stock split or
similar event) ("Book Value"); provided, however, that the foregoing option
shall not be applicable at any time the Company is subject to the Reporting
Requirements.
(c) In the event the Company shall not then
be subject to the Reporting Requirements, the optionee (or his legal
representative, heir or devisee, as appropriate) shall have the option (the
"Put"), for a period of thirty (30) days after the later of (i) the date of
such termination and (ii) the date upon which such optionee's right to
exercise any options granted under the Plan (if such right to exercise shall
have been extended pursuant to the proviso to the first sentence of section
12(a) hereof) shall have terminated, to require the Company to purchase, upon
written notice to the Company at its principal executive offices, any or all
shares of Common Stock acquired by such optionee pursuant to a Grant at a
price per share equal to the Book Value (as defined above) per share.
(d) In the event any Put or Call is not
exercised within the sixty (60) day period or thirty (30) day period, as
appropriate, provided in section 12(b) and l2(c) hereof, respectively, such
optionee shall have the right to exercise the Put and the Company shall have
the right to exercise the Call by written notice to the other party as
specified above within ninety (90) days after each fiscal year thereafter so
long as the Company shall not then be subject to the Reporting Requirements.
(e) If under the applicable corporate law or
under agreements to which the Company is a party or by which it is bound, the
Company is legally or contractually unable to purchase shares of Common Stock
subject to the Put or the Call, then the Put or Call shall be deemed
withdrawn until such time as such legal or contractual restriction shall no
longer apply to the Company, at which time such Put shall be exercisable for
an additional thirty (30) day period and such Call shall be exercisable for
an additional sixty (60) day period, provided that the Company shall not then
be subject to the Reporting Requirements.
6
<PAGE>
(f) Book Value per share shall in all cases
be determined on the basis of the then current method of accounting of the
Company applied in accordance with generally accepted accounting principles
consistently applied. All determinations of Book Value shall be made by the
Company's independent certified public accountants, and such determinations
shall be binding upon the Company and each optionee.
(g)* Nothing contained in this section shall
be interpreted or have the effect of extending the period during which an
option may be exercised beyond the terms of the expiration date provided in
such option agreement or established by law or regulation. Death of an
optionee subsequent to termination shall not extend such periods. Whether
leave of absence shall constitute a termination of employment for purposes of
this Plan shall be determined by the Committee.
13. DEFINITIONS. Any terms of provisions used herein which
are defined in sections 421, 422A or 425 of the Internal Revenue Code of
1986, as amended, or the regulations thereunder or corresponding provisions
of subsequent laws and regulations in effect at the time Grants are made
hereunder shall have the meaning as therein defined.
14. AMENDMENT OF THE PLAN. The Board of Directors of the
Company, may, from time to time, terminate the Plan or modify or amend its
term or the terms of any agreement entered into pursuant hereto in any
respect whatsoever, including, without limitation, the making of such
amendments or revisions as the Board shall deem advisable in order to conform
the Plan to any change in any law or regulation applicable thereto; provided,
however, that the Board shall not, without approval by a majority vote of the
outstanding shares of the Company having general voting power, (i) increase
the aggregate number of shares subject to the Plan (other than increases due
to changes in capitalization), (ii) change the manner of determining the
minimum option price, (iii) extend the period during which options may be
granted or exercised, (iv) change the designation of the class of employees
eligible to receive Grants, (v) amend the Plan in any manner that will cause
incentive options issued under it to fail to meet the requirements of section
422A of the Internal Revenue Code of 1986, as amended, or (vi) materially
increase the benefits accruing to participants under the Plan. No
termination, modification or amendment of the Plan or any agreement hereunder
shall, without the consent of the employee to whom any Grant shall
theretofore have been made, impair the rights of such employee thereunder.
15. NO EMPLOYMENT RIGHTS. The Plan and any Grants made
under the Plan shall not confer upon any employee any right with respect to
continuance of employment by the Company or any subsidiary, or interfere in
any way with the right of the Company or any subsidiary by which an employee
is employed to terminate his employment at any time, with or without cause.
- --------------------
*See Amendment
7
<PAGE>
AMENDMENT NO. 1
TO THE
1987 STOCK INCENTIVE PLAN
This Amendment to the Braun's Fashions Corp. 1987 Stock
Incentive Plan (the "Plan") is adopted pursuant to resolutions of the Board
of Directors of Braun's Fashions Corporation (the "Company") adopted as of
February 11, 1992 and pursuant to the approval of a majority of the Company's
stockholders on February 11, 1992.
1. The name of the plan is amended by deleting "BRAUN'S
HOLDING COMPANY, INC." and inserting "BRAUN'S FASHIONS CORPORATION."
2. Section 4 of the Plan is hereby amended to read as follows:
4. STOCK SUBJECT TO THE PLAN. The aggregate number of
shares subject to the Plan shall be 300,000 shares of the Common Stock of the
Company, $.01 per value per share. Such shares may be authorized and unissued
shares or may be treasury shares. Any shares subject to an option or award
which for any reason expires or is terminated unexercised as to such shares
may again be subject to an option or award under the Plan.
3. Section 12 (a) of the Plan is amended by inserting the
following language at the beginning of the first sentence:
"Subject to the specific provisions of any executive
employment agreement entered into by the Company, or any
subsidiary,"
4. Section 12(g) of the Plan is amended by inserting the
following language at the end of the first sentence thereof:
"or limiting the period during which such option may be
exercised pursuant to the specific provisions of any executive
employment agreement entered into by the Company, or any
subsidiary."
<PAGE>
5. This Amendment is effective as of the date upon which the
Company's registration statement on Form S-1 to be filed on or about February
12, 1992 shall be declared effective by the Securities and Exchange Commission.
IN WITNESS WHEREOF, Braun's Fashions Corporation has caused
this Amendment to be executed by its duly authorized officer as of February 11,
1992.
BRAUN'S FASHIONS CORPORATION
By: /s/ Herbert D. Froemming
---------------------------------
Herbert D. Froemming
Vice President and
Chief Financial Officer
2
<PAGE>
AMENDMENT NO. 2
TO THE
1987 STOCK INCENTIVE PLAN
This Amendment to the Braun's Fashions Corporation 1987 Stock Incentive
Plan (the "Plan") is adopted pursuant to resolutions of the Board of Directors
of Braun's Fashions Corporation (the "Company") adopted as of April 7, 1993 and
pursuant to the approval of the majority of the Company's shareholders on June
30, 1993.
1. Section 4 of the Plan is hereby amended to read as follows:
4. STOCK SUBJECT TO THE PLAN . The aggregate number of shares
subject to the Plan shall be 510,000 shares of the Common
Stock of the Company, $.01 par value per share. Such shares
may be authorized and unissued shares or may be treasury
shares. Any shares subject to an option or award which for any
reason expires or is terminated unexercised as to such shares
may again be subject to an option or award under the Plan.
2. This Amendment is effective on June 30, 1993, the date
of the approval of the increase in the number of shares by the Company's
shareholders.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer as of June 30, 1993.
BRAUN'S FASHIONS CORPORATION
By: /s/ Herbert D. Froemming
------------------------------
Herbert D. Froemming
Senior Vice President and
Chief Financial Officer
<PAGE>
AMENDMENT NO. 3
TO THE
1987 STOCK INCENTIVE PLAN
This Amendment to the Braun's Fashions Corporation 1987 Stock Incentive
Plan (the "Plan") is adopted pursuant to resolutions of the Board of Directors
of Braun's Fashions Corporation (the "Company") and pursuant to the approval of
the majority of the Company's shareholders on December 11, 1996.
1. Section 4 of the Plan is hereby amended to read as follows:
4. STOCK SUBJECT TO THE PLAN The aggregate number of shares
subject to the Plan shall be 710,000 shares of the Common
Stock of the Company, $.01 par value per share. Such shares
may be authorized and unissued shares or may be treasury
shares. Any shares subject to an option or award which for any
reason expires or is terminated unexercised as to such shares
may again be subject to an option or award under the Plan.
2. This Amendment is effective on December 11, 1996, the date
of the approval of the increase in the number of shares by the Company's
shareholders.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer as of December 11, 1996.
BRAUN'S FASHIONS CORPORATION
By: /s/ Herbert D. Froemming
--------------------------------
Herbert D. Froemming
President
