AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996
REGISTRATION NO.333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHIC BY H.I.S, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 2325 13-3494627
(State or other jurisdiction of Primary Standard (I.R.S. Employer Identification No.)
incorporation or organization) (Industrial Classification Code Number)
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1372 BROADWAY
NEW YORK, NEW YORK 10018
(212) 302-6400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
BURTON M. ROSENBERG
CHIEF EXECUTIVE OFFICER
CHIC BY H.I.S, INC.
1372 BROADWAY
NEW YORK, NEW YORK 10018
(212) 302-6400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
BRUCE A. GUTENPLAN, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
OF SECURITIES REGISTERED MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION FEE
TO BE REGISTERED PRICE PER SHARE(1) OFFERING PRICE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 203,066 $5.0625 $1,028,022 $354
</TABLE>
(1)ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE REGISTRATION FEE AT THE
AVERAGE OF THE REPORTED HIGH ($5.125 ) AND LOW ($5.00 ) PRICES OF THE
REGISTRANT'S COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON JUNE 19, 1996, IN
ACCORDANCE WITH RULE 457(C) OF THE SECURITIES ACT OF 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 25, 1996
PROSPECTUS
203,066 SHARES
CHIC BY H.I.S, INC.
COMMON STOCK
All of the shares of Common Stock, par value $.01 per share ("Common
Stock"), of Chic by H.I.S, Inc. (the "Company") offered hereby (the "Offering")
may be sold from time to time by the selling stockholder named herein (the
"Selling Stockholder") in transactions on the New York Stock Exchange (the
"NYSE") or otherwise at prices and on terms prevailing at the time of sale, at
prices related to the then-current market price or in negotiated transactions
or otherwise. See "Plan of Distribution." The aggregate proceeds to the
Selling Stockholder from the sale of the Common Stock offered hereby will be
the purchase price thereof, less the aggregate brokerage commissions, agent's
discount or underwriter's discount, if any, and the expenses of distribution
not borne by the Company. The Company will not receive any of the proceeds
from the sale of Common Stock offered hereby. All expenses incurred in
connection with this Offering, estimated at $15,854, will be borne by the
Company, other than any commissions or discounts paid or allowed by the Selling
Stockholder to underwriters, dealers, brokers or agents.
All of the shares of Common Stock offered hereby have been
"restricted securities" under the Securities Act of 1933, as amended (the
"Securities Act"), prior to their registration under the registration statement
of which this Prospectus is a part.
The Common Stock is traded on the NYSE under the symbol "JNS." On
June 24, 1996, the last reported sales price of the Common Stock was $4.875 per
share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
The date of this Prospectus is , 1996
<PAGE>
RISK FACTORS
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A
"SAFE HARBOR" FOR FORWARD-LOOKING STATEMENTS. EXCEPT FOR THE HISTORICAL
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, THE
MATTERS DISCUSSED OR INCORPORATED BY REFERENCE HEREIN ARE FORWARD-LOOKING
STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE,
OR ACHIEVEMENTS OF THE COMPANY, OR INDUSTRY RESULTS, TO BE MATERIALLY DIFFERENT
FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
SUCH FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE, AMONG OTHERS, THE RISK
FACTORS SET FORTH BELOW AS WELL AS THE FOLLOWING: GENERAL ECONOMIC AND
BUSINESS CONDITIONS; INDUSTRY CAPACITY; FASHION, APPAREL AND OTHER INDUSTRY
TRENDS; COMPETITION; OVERSEAS EXPANSION; THE LOSS OF MAJOR CUSTOMERS; CHANGES
IN DEMAND FOR THE COMPANY'S PRODUCTS; COST AND AVAILABILITY OF RAW MATERIALS;
CHANGES IN BUSINESS STRATEGY OR DEVELOPMENT PLANS; QUALITY OF MANAGEMENT; AND
AVAILABILITY, TERMS AND DEPLOYMENT OF CAPITAL. SPECIAL ATTENTION SHOULD BE
PAID TO SUCH FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED TO,
STATEMENTS RELATING TO THE COMPANY'S ABILITY TO OBTAIN SUFFICIENT FINANCIAL
RESOURCES TO MEET ITS CAPITAL EXPENDITURES AND WORKING CAPITAL NEEDS, FINANCIAL
RISKS ASSOCIATED WITH CUSTOMERS EXPERIENCING FINANCIAL DIFFICULTIES, THE
BENEFITS EXPECTED TO BE DERIVED FROM THE RESTRUCTURING DESCRIBED IN CERTAIN
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS, INTERNATIONAL
EXPANSION AND COMPETITION.
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK
FACTORS BEFORE PURCHASING THE COMMON STOCK OFFERED HEREBY.
DEPENDENCE ON MAJOR CUSTOMERS. The Company's two largest customers,
Kmart Corporation ("K-Mart") and Target, a division of Dayton Hudson
Corporation ("Target"), together accounted for approximately 35% and 37% of the
Company's consolidated net sales during fiscal 1994 and fiscal 1995,
respectively. Each of these customers accounted for more than ten percent of
the Company's consolidated net sales in such periods. The loss of either
K-Mart or Target could have an adverse effect on the results of the Company's
operations. In addition, several of the Company's licensees sell products
bearing the Company's trademarks to the same retailers, including K-Mart. The
Company has no long-term commitments or long-term contracts with any of its
customers.
RECENT APPAREL INDUSTRY TRENDS. Competition in the apparel industry
has been exacerbated by the recent consolidations and closings of major stores.
Like many of its competitors, the Company sells to certain retailers who have
recently experienced financial difficulties and some of whom are currently
operating under the protection of the federal bankruptcy laws. Although the
Company monitors the financial condition of its customers, the Company cannot
predict what effect, if any, the financial condition of such customers will
have on the Company. The Company believes that developments to date within
these companies have not had a material adverse effect on the Company's
financial position or results of operations. Although the Company currently
does not manufacture in foreign countries for the domestic market, as new
opportunities arise for manufacturing in foreign countries for the domestic
market (either through subcontractors or on a direct basis), such as
opportunities presented by the North American Free Trade Agreement or changes
in international economic conditions, the Company and its competitors may avail
themselves
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of any advantages of manufacturing in foreign countries, which may
tend to increase competition. In this regard, the Company is currently seeking
to establish manufacturing operations in Mexico.
NATURE OF INDUSTRY; DEPENDENCE ON JEANS. The apparel industry is
highly competitive and characterized generally by ease of entry. Many of the
Company's competitors are substantially larger and have greater financial,
marketing and other resources than the Company. The Company's revenues are
derived principally from sales of jeans products. Although the Company's
products for the domestic market have historically been less sensitive to
fashion trends than higher fashion lines, the apparel industry is subject to
rapidly changing consumer preferences, which may have an adverse effect on the
results of the Company's operations if the Company materially misjudges such
preferences.
DEPENDENCE ON KEY PERSONNEL. The Company depends on the services of
certain key personnel, including Mr. Burton M. Rosenberg, the Chairman of the
Board and Chief Executive Officer of the Company. The Company believes that
the loss of the services of any of these key personnel could have an adverse
effect on the results of the Company's operations.
RISKS OF DOING BUSINESS OVERSEAS. The Company's sales and earnings
attributable to its European operations have generally been increasing in
recent years and may in the future constitute a greater proportion of the
Company's sales and earnings. In general, the Company believes that the demand
for jeans in foreign markets is more susceptible to changes in fashion
preferences than in the domestic market. In addition, it is not possible to
predict accurately the effect that the continued elimination of trade barriers
among members of the European Union will have on the Company's operations in
Europe. The Company is also expanding its activities in Eastern Europe, where
economic, political and financial conditions are changing rapidly, and is
currently seeking to establish manufacturing operations in Mexico. In general,
there can be no assurance that the results of the Company's European operations
or any operations in Mexico that the Company may establish will not be
adversely affected by factors such as restrictions on transfer of funds,
political instability, competition, the relative strength of the U.S. dollar,
changes in fashion preferences and general economic conditions.
ABSENCE OF DIVIDENDS. The Company has not, in recent years, paid
any cash or other dividends on its Common Stock, and there can be no assurance
that the Company will pay cash dividends in the foreseeable future. As a
holding company, the ability of the Company to pay dividends is dependent upon
the receipt of dividends or other payments from its subsidiaries. The
Company's domestic credit agreements (the "Loan Agreements") contain certain
limitations on the Company's ability to pay dividends. In addition, an
agreement between h.i.s. sportswear GmbH, the Company's wholly owned German
subsidiary ("Sportswear"), and one of its lenders would prohibit Sportswear
from paying dividends to the Company under certain circumstances.
INFLUENCE ON THE COMPANY. Kenbarb Corp., a Delaware corporation
("Kenbarb"), holds approximately 3.7% of the outstanding shares of Common
Stock. The stockholders of Kenbarb are all officers of the Company. By virtue
of a voting trust agreement among such stockholders, Mr. Rosenberg controls
Kenbarb and therefore will have the power to vote the outstanding shares of
Common Stock of the Company that are held by Kenbarb. In addition, by virtue
of voting trust agreements with certain stockholders of the Company,
Mr. Rosenberg effectively controls the vote of approximately 6.7% of the
outstanding shares of Common Stock (excluding the shares of Common Stock
offered hereby). See "Selling Stockholder." Mr. Rosenberg is also the voting
trustee under a
3
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voting trust agreement with certain officers of the Company who
have received options to purchase shares of Common Stock under the Company's
1993 Stock Option Plan, as amended. Pursuant to such voting trust agreement,
such officers have agreed to deposit in the voting trust any shares of Common
Stock issued to them upon their exercise of any of their options. Accordingly,
Mr. Rosenberg, together with Mr. Jesse S. Siegel (who is a director and owns
approximately 8.7% of the outstanding shares of Common Stock), may have the
ability to influence the policies and affairs of the Company.
LEVERAGE AND FINANCIAL COVENANTS. Although the Company's initial
public offering in February 1993 and the other components of its refinancing
plan (the "Refinancing Plan") improved the Company's operating and financial
flexibility, the Company continues to have indebtedness that could adversely
affect its ability to respond to changing business and economic conditions. At
November 4, 1995, the Company had an aggregate of approximately $86.3 million
of indebtedness (including capital leases) outstanding and the Company's
stockholders' equity was approximately $113.4 million. In addition, the
Company's Loan Agreements contain covenants that impose certain operating and
financial restrictions on the Company. Such restrictions affect, and in many
respects limit or prohibit, among other things, the ability of the Company to
incur additional indebtedness, create liens, sell assets, engage in mergers or
acquisitions, make capital expenditures and pay dividends.
ANTI-TAKEOVER PROVISIONS. Certain provisions in the Company's
charter documents, such as the authorization of "blank check" preferred stock,
could have the effect of discouraging certain attempts to acquire the Company
or remove incumbent directors even if some of the Company's stockholders deem
such an attempt to be in the Company's and their best interest. Management and
affiliates of the Company may be deemed to have effective control of the
Company, which may give management and such affiliates the ability to influence
the election of directors and other stockholder actions.
FUTURE SALES OF COMMON STOCK. In connection with the Refinancing
Plan, the Company issued to its then lenders and to Mr. Jesse Siegel an
aggregate of 1,913,644 shares of Common Stock, which shares were not registered
in the initial public offering. The Company granted to such lenders and Mr.
Siegel certain registration rights with respect to such shares. In June 1994,
659,421 of the 1,913,644 shares were sold by three of the four lenders in a
registered secondary public offering. In February 1995, 753,623 of such shares
were registered by the Company for sale by the remaining lender in a public
shelf offering. The remaining 500,000 shares, which are held by Mr. Siegel,
are "restricted securities" as that term is defined in Rule 144 under the
Securities Act and may be sold under certain circumstances without registration
pursuant to such rule. The Company also granted certain registration rights to
the representatives of the underwriters of its initial public offering with
respect to 600,000 shares of Common Stock underlying warrants sold to such
representatives at the time of such offering and to the holders of the 838,545
shares of Common Stock outstanding (including the shares of Common Stock
offered hereby) immediately prior to the initial public offering. The Company
expects that certain of such stockholders or warrantholders or both may wish to
sell shares of Common Stock in the relatively near future, either through the
exercise of their registration rights or pursuant to Rule 144 or both.
No prediction can be made as to the effect, if any, that future
sales of shares of Common Stock, or the availability of shares of Common Stock
for future sale, will have on the market price of the Common Stock prevailing
from time to time. Sales of substantial amounts of
4
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Common Stock in the public
market, or the perception that such sales could occur, could adversely affect
prevailing market prices for the Common Stock. If such sales reduce the market
price of the Common Stock, the Company's ability to raise additional capital in
the equity markets could be adversely affected.
THE COMPANY
The Company designs, manufactures and markets moderately priced,
basic style, cotton denim jeans, casual pants and shorts for women, girls, men
and boys, which are sold throughout the United States principally through mass
merchandisers. The Company also markets similar apparel in Europe, primarily
in Germany. In the United States, women's and girls' jeans and casual pants
are generally marketed under the CHIC<reg-trade-mark> brand name, and men's and
boys' jeans and casual pants are generally marketed under the
H.I.S<reg-trade-mark> brand name, while in Europe all of the Company's apparel
is sold under the H.I.S brand name.
The Company licenses the use of its trademarks, primarily the CHIC
brand name, to approximately 30 domestic licensees for a variety of products,
including women's sportswear, fleece activewear, intimate apparel, accessories,
hosiery and athletic and casual footwear. Most of these products complement
apparel products manufactured by the Company.
Unless the context indicates otherwise, the term "Company," as used
in this Prospectus, refers to Chic by H.I.S, Inc., its subsidiaries and its
predecessors. The Company's executive offices are located at 1372 Broadway,
New York, New York 10018, and its telephone number is (212) 302-6400.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares of Common Stock offered hereby, nor will any such proceeds be available
for use by the Company or otherwise for the Company's benefit.
SELLING STOCKHOLDER
The shares of Common Stock offered hereby are being registered
pursuant to the demand of Nancy E. Siegel Jaffee (the "Selling Stockholder")
pursuant to a Registration Rights Agreement, dated as of January 22, 1993,
among the Company, the Selling Stockholder and certain other parties. Prior to
the Offering, as of June 19, 1996, the Selling Stockholder beneficially owned
203,066 shares of Common Stock, representing approximately 2.1% of the
outstanding Common Stock. Such shares were previously subject to a voting
trust agreement under which Burton M. Rosenberg is the voting trustee. All of
such shares have been released from the voting trust and are being offered
hereby.
5
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PLAN OF DISTRIBUTION
The Selling Stockholder has advised the Company that she may from
time to time offer and sell the shares of Common Stock offered hereby on the
New York Stock Exchange (the "NYSE"), in privately negotiated transactions or
otherwise at prices prevailing in such market or as may be negotiated at the
time of sale. Such shares may also be publicly offered through agents,
underwriters or dealers, in which event the Selling Stockholder may enter into
agreements with respect to such offering. In effecting sales, brokers and
dealers engaged by the Selling Stockholder may arrange for other brokers or
dealers to participate. Brokers or dealers will receive usual and customary
commissions or discounts from the Selling Stockholder in amounts to be
negotiated (and, if any such broker-dealer acts as agent for the purchaser of
such shares, from such purchaser). Brokers or dealers may agree with the
Selling Stockholder to sell a specified number of shares at a stipulated price
per share and, to the extent such a broker or dealer is unable to do so acting
as agent for the Selling Stockholder, to purchase as principal any unsold
shares at the price required to fulfill the broker-dealer commitment to the
Selling Stockholder. Brokers or dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other brokers or dealers, including transactions of the nature
described above) on the NYSE, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices or
otherwise, and in connection with such resales may pay to or receive from the
purchasers of such shares commissions as described above.
All expenses incurred in connection with the registration of the
shares offered hereby, estimated at $15,854, will be borne by the Company,
except that any brokerage commissions or discounts paid or allowed by the
Selling Stockholder to brokers, agents, underwriters or dealers shall be
payable by the Selling Stockholder. In connection with any sales, the Selling
Stockholder and any brokers participating in such sales may be deemed to be
"Underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit on the resale of shares sold by them may be
deemed to be underwriting discounts or commissions.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon
for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the
Americas, New York, New York 10019-6064.
EXPERTS
The consolidated financial statements and schedules of the Company
incorporated by reference herein and in the Registration Statement have been
audited by BDO Seidman, LLP, independent certified public accountants, to the
extent and for the periods set forth in their reports with respect thereto, and
are incorporated by reference herein and in the Registration Statement in
reliance upon such reports given upon the authority of said firm as experts in
accounting and auditing.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (the "Registration
Statement") (which term encompasses any amendments thereto) under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
shares of Common Stock offered hereby. This Prospectus, which is a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits thereto.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Copies of such reports, proxy statements and other
information, as well as the Registration Statement and the exhibits thereto,
filed by the Company with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the Commission
located at 7 World Trade Center, Suite 1300, New York, New York 10048, and at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material may also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. In addition, reports and other information concerning the Company can
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, on which the Common Stock is listed.
DOCUMENTS INCORPORATED BY REFERENCE
The Company incorporates herein by reference the following
documents filed with the Commission under the Exchange Act: (a) the Company's
Annual Report on Form 10-K for the fiscal year ended November 4, 1995, as
amended; (b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended February 3, 1996, as amended; (c) the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended May 4, 1996; and (d) the description of
the Common Stock contained in the Company's Registration Statement on Form 8-A
filed on February 12, 1993, as amended.
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 Prospectus and prior to the termination of the offering registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of the 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 of this
Prospectus to the extent that 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, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference herein
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus
7
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incorporates). Written or telephone requests should be directed to Chief
Financial Officer, Chic by H.I.S, Inc., 1372 Broadway, New York, New York
10018, telephone (212) 302-6400.
8
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TABLE OF CONTENTS
PAGE
203,066 Shares
Risk Factors 2
The Company 5
Use of Proceeds 5
Selling Stockholder 5
Plan of Distribution 6 CHIC BY H.I.S, INC.
Legal Matters 6
Experts 6
Available Information 7
Documents Incorporated by
Reference 7 COMMON STOCK
____________________
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO _____________
MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING PROSPECTUS
OTHER THAN THOSE CONTAINED IN _____________
THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR
THE SELLING STOCKHOLDER.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE , 1996
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES
IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS
UNLAWFUL.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
THE FOLLOWING ARE THE EXPENSES OF THE ISSUANCE AND DISTRIBUTION OF
THE SECURITIES BEING REGISTERED, ALL OF WHICH WILL BE PAID BY THE REGISTRANT.
ALL FEES AND EXPENSES OTHER THAN THE SEC REGISTRATION FEE ARE ESTIMATED. THE
SELLING STOCKHOLDER WILL BEAR THE COST OF ALL SELLING COMMISSIONS PAYABLE WITH
RESPECT TO THE SALE OF THE REGISTERED SHARES.
SEC REGISTRATION FEE............................................$ 354
LEGAL FEES AND EXPENSES......................................... 10,000
ACCOUNTING FEES AND EXPENSES.................................... 2,500
MISCELLANEOUS................................................... 3,000
------
Total..................................................... $15,854
Item 15. Indemnification of Directors and Officers.
Section 145(a) of the Delaware General Corporation Law (the "GCL")
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was
unlawful.
Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine that despite the adjudication of liability, such person
is fairly and reasonably entitled to be indemnified for such expenses which the
court shall deem proper.
Section 145 of the GCL further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on
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<PAGE>
behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145.
Section 102(b)(7) of the GCL provides that a corporation in its
original certificate of incorporation or an amendment thereto validly approved
by stockholders may eliminate or limit personal liability of members of its
board of directors or governing body for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase that was illegal or obtaining an improper personal
benefit. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty. The Company's Restated Certificate of Incorporation contains such a
provision.
Section 9 of the Restated Certificate of Incorporation and Article 8
of the By-laws of the Company provide that, to the extent not prohibited by
law, the Company shall indemnify any person who is or was made, or threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding (a "Proceeding"), whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Company to procure a judgment in its favor, by reason of the fact that such
person, or a person of whom such person is the legal representative, is or was
a director or officer of the Company, or is or was serving in any capacity at
the request of the Company for any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise (an "Other Entity"),
against judgments, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges and expenses (including attorneys' fees and disbursements).
The By-laws provide that the foregoing indemnification shall not be deemed
exclusive of any other rights to which a person seeking indemnification may be
entitled apart from the foregoing provisions.
Under Section 9 of the Restated Certificate of Incorporation and
Article 8 of the By-laws, the Company is authorized to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Company would have the power to indemnify such person against such liability
under the provisions of the Restated Certificate of Incorporation, the By-laws
or under Section 145 of the GCL or any other provision of law.
Pursuant to Section 8.2 of the Registration Rights Agreement, dated
as of November 20, 1992, among Chrysler Capital Corporation, Whirlpool
Financial Corporation, National Westminster Bank USA, B.T. Expedition, Inc.
and Mr. Jesse S. Siegel (collectively, the "Holders") and the Company, in
connection with any registration of the shares of Common Stock held by such
Holders, each Holder has agreed to indemnify, under certain conditions, the
Company and each officer, director and controlling person of the Company
against certain liabilities.
Pursuant to Section 8.2 of the Registration Rights Agreement, dated
as of January 22, 1993, among Kenbarb Corp., Milan Danek, Nancy Siegel Jaffee,
Hillary Siegel Levin and Stephen Weiner (the "Holders") and the Company, in
connection with any future registration of the shares of Common Stock held by
the Holders, each of the Holders has agreed to indemnify, under certain
conditions, the Company and each officer, director and controlling person of
the Company against certain liabilities.
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<PAGE>
The Representatives' Warrant Agreement, dated as of February 18,
1993, among Nomura, Josephthal and Tucker Anthony (collectively, the
"Representatives") and the Company, contains provisions by which the
Representatives agree to indemnify the Company and each officer, director and
controlling person of the Company against certain liabilities.
The Underwriting Agreement, dated June 22, 1994, among the Company,
Tucker Anthony and the selling stockholders named therein, contains provisions
by which Tucker Anthony and the selling stockholders agree to indemnify the
Company and each officer, director and controlling person of the Company
against certain liabilities.
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<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT NO.DESCRIPTION
4.1-- Restated Certificate of Incorporation of the Company. (Incorporated
herein by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 No. 33-56270.)
4.2-- By-laws of the Company. (Incorporated herein by reference to
Exhibit 3.4 to the Company's Registration Statement on Form S-1
No. 33-56270.)
4.3-- Registration Rights Agreement, dated as of January 22, 1993, among the
Company, Kenbarb Corp., Milan Danek, Nancy Siegel Jaffee, Hillary
Siegel Levin and Stephen Weiner. (Incorporated herein by reference to
Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal
year ended November 6, 1993.)
4.4-- Voting Trust Agreement, dated as of June 27, 1990, among Nancy Siegel
Jaffee, Hillary Siegel Levin and Burton M. Rosenberg, as voting
trustee. (Incorporated herein by reference to Exhibit 9.3 to the
Company's Registration Statement on Form S-1 No. 33-56270.)
5.1-- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality
of the Common Stock.
23.1-- Consent of BDO Seidman, LLP.
23.2-- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in its
opinion filed as Exhibit 5.1).
24.1-- Power of Attorney (included on signature page).
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<PAGE>
ITEM 17.UNDERTAKINGS.
(a) 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 provisions described in Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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.
(b) 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 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.
(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.
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<PAGE>
6
(c) 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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<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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 25, 1996.
CHIC BY H.I.S, INC.
By:/s/ BURTON M. ROSENBERG
-----------------------------------
Burton M. Rosenberg
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Burton M. Rosenberg and Stuart
Jaeger or any of them his true and lawful attorneys-in-fact, with full powers
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments, including any
post-effective amendments, to this Registration Statement, and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact or his substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
[S] [C] [C]
/s/ BURTON M. ROSENBERG Chairman of the Board, Chief June 25, 1996
- ----------------------- Executive Officer and Director
Burton M. Rosenberg (Principal Executive Officer)
/s/ JOHN CHIN Chief Financial Officer June 25, 1996
- ----------------------- and Treasurer (Principal
John Chin Financial Officer)
/s/ STUART JAEGER Controller and Secretary June 25, 1996
- ----------------------- (Principal Accounting Officer)
Stuart Jaeger
/s/ MILAN DANEK Director June 25, 1996
- ----------------------
Milan Danek
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<PAGE>
SIGNATURE CAPACITY DATE
/s/ RICHARD K. HOWE Director June 25, 1996
- ---------------------------
Richard K. Howe
Director June , 1996
- ---------------------------
Hirsh Jacobson
/s/ ROLAND L. KIMBERLIN Director June 25, 1996
- ---------------------------
Roland L. Kimberlin
/s/ ROBERT F. LUEHRS Director June 25, 1996
- ---------------------------
Robert F. Luehrs
Director June , 1996
- ----------------------------
Jesse S. Siegel
/s/ HARVEY SILVERMAN Director June 25, 1996
- ----------------------------
Harvey Silverman
- ---------------------------- Director June , 1996
Rica Spector
/s/ EDWARD J. WALSH, JR. Director June 25, 1996
- ----------------------------
Edward J. Walsh, Jr.
Exhibit 5.1
June 25, 1996
Chic by H.I.S, Inc.
1372 Broadway
New York, New York 10018
Registration Statement on Form S-3
Of Chic by H.I.S, Inc.
-----------------------------------
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement
on Form S-3 (the "Registration Statement") filed on the date hereof by
Chic by H.I.S, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder (the "Rules"), we have been requested by the Company to render
our opinion as to the legality of the 203,066 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company to be registered
thereunder, which are being offered by Nancy Siegel Jaffee (the "Selling
Stockholder").
<PAGE>
Chic by H.I.S, Inc. 2
In connection with this opinion, we have examined the following
documents (collectively, the "Documents"): the Registration Statement
(including all amendments thereto), the Registration Rights Agreement,
dated as of January 22, 1993, among the Company, the Selling Stockholder
and certain other parties, and originals, or copies certified or
otherwise identified to our satisfaction, of the Company's Restated
Certificate of Incorporation, By-laws and records of certain of the
Company's corporate proceedings and such other certificates, agreements
and documents as we deemed relevant and necessary as a basis for the
opinions hereinafter expressed.
In our examination of the aforesaid Documents, we have assumed,
without independent investigation, the genuineness of all signatures, the
enforceability of the Documents against each party thereto, the
authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies of valid existing
agreements or other documents and the authenticity of all such latter
documents and the legal capacity of all individuals who have executed any
of the documents. As to certain matters of fact, we have relied on
<PAGE>
Chic by H.I.S, Inc. 3
representations, statements or certificates of officers of the Company.
Based on the foregoing, and subject to the assumptions set
forth herein, we are of the opinion that the Shares have been duly
authorized and are validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the General
Corporation Law of the State of Delaware. Please be advised that no
member of this firm is admitted to practice in the State of Delaware.
Our opinion is rendered only with respect to the laws, and the rules,
regulations and orders thereunder, which are currently in effect.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our name under the
caption "Legal Matters" in the prospectus included in the Registration
Statement. In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required by the Act or
the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
Chic by H.I.S, Inc.
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our reports dated
December 15, 1995 (except for Note 14, which is dated January 31, 1996),
relating to the consolidated financial statements and schedules of Chic by
H.I.S, Inc. and subsidiaries appearing in the Company's Annual Report on
Form 10-K for the year ended November 4, 1995.
We also consent to the reference to us under the caption "Experts" in the
prospectus.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
New York, New York
June 20, 1996
