SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 1998
CHIC BY H.I.S, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11722 13-3494627
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1372 Broadway
New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 302-6400
Not applicable
(Former name or former address, if changed since last report)
Page 1
This document consists of ___ pages.
The exhibit index is contained on page 4 of this document.
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Item 1. Changes in Control of the Registrant.
On January 12, 1998, the Company received a letter from
Herbert A. Denton of Providence Capital, Inc., notifying the Company of his
intention to nominate 10 individuals for election to the Board of Directors at
the 1998 Annual Meeting of Stockholders. On February 20, 1998, the Company
announced that an agreement has been reached to reconstitute its Board of
Directors to avert a contested election for directors. The following seven
directors resigned from the current Board: Milan Danek, Hirsh Jacobson, Roland
L. Kimberlin, Robert F. Luehrs, Jesse S. Siegel, Rica Spector and Edward J.
Walsh, Jr. The reconstituted Board, which will be effective on the tenth day
after the Company has filed with the Securities and Exchange Commission and
transmitted to its stockholders an information circular required under Section
14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, which
effective date is expected to occur on or about March 6, 1998, will initially
consist of three incumbent directors, Burton M. Rosenberg, Richard K. Howe and
Harvey Silverman, and four new directors, Arnold M. Amster, Herbert A. Denton,
Daniel Rubin and Kenneth Zimmerman. The two remaining vacancies on the nine
person Board will be filled by the unanimous consent of the directors.
The new directors collectively own 1,111,900 shares of the
Common Stock of the Company (the "Common Stock") (constituting approximately
11.4% of the outstanding Common Stock) and the reconstituted Board collectively
owns 1,538,260 shares of the Common Stock (constituting approximately 15.7% of
the outstanding Common Stock).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press Release, dated February 20, 1998, announcing
the agreement for a reconstituted Board of Directors.
Page 2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CHIC BY H.I.S, INC.
By /s/ Burton M. Rosenberg
--------------------------
Burton M. Rosenberg
Chairman and Chief Executive Officer
Dated: February 24, 1998
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
99 Press Release, dated February 20, 1998,
announcing the agreement for a
reconstituted Board of Directors.
Page 4
Exhibit 99
FOR IMMEDIATE RELEASE
February 20, 1998 - Chic by H.I.S, Inc. (New York Stock
Exchange Symbol: JNS) announced today that an agreement has been reached to
reconstitute its Board of Directors to avert a contested election for directors.
The new Board, which will be effective on the tenth day after the Company has
filed with the Securities and Exchange Commission and transmitted to its
stockholders an information circular required under Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder, which effective date
is expected to occur on or about March 6, 1998, will initially consist of three
incumbent directors, Burton M. Rosenberg, Richard K. Howe and Harvey Silverman,
and four new directors, Herbert A. Denton, Daniel Rubin, Kenneth Zimmerman and
Arnold M. Amster. The two remaining vacancies on the nine person Board will be
filled by the unanimous consent of the directors.
The Company had announced on January 13, 1998 that it received
a letter on January 12, 1998 from Mr. Denton of Providence Capital, Inc.,
notifying the Company of his intention to nominate 10 individuals for election
to the Board of Directors at the 1998 Annual Meeting of Stockholders. Two of the
new directors, Mr. Denton and Mr. Rubin, were among the 10 individuals proposed
by Mr. Denton.
Mr. Rosenberg, the Chairman of the incumbent Board and the
reconstituted Board stated that the reconstituted Board "is a strong Board with
diverse business experience that can fully represent the interests of Chic's
stockholders. I look forward to working harmoniously with the reconstituted
Board and am pleased that a costly and time consuming election contest has been
averted in a manner that will further the interests of Chic's stockholders."
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2
Mr. Amster is the Senior Managing Partner of Amster & Co. and
the Chairman of the Board of Flex Holding Corporation, both private investment
companies, and a director of BEM International, a money management firm. He is a
significant stockholder of the Company.
Mr. Denton is the President of Providence Capital, Inc., a
private merchant bank and registered broker-dealer, and a director of Mesa Air
Group Inc., the country's largest commuter airline.
Mr. Howe, a director of the Company since 1993, is a
consultant and a private investor, and a director of Back Bay Restaurant Group
Inc. Prior to June 1992, Mr. Howe held senior positions with John Hancock
Freedom Securities Corporation and its registered broker dealer subsidiaries.
Mr. Rosenberg, a director of the Company since 1988, is the
Company's Chief Executive Officer and Chairman of the Board.
Mr. Rubin is Managing Partner of LDR Equities, a real estate,
textile and clothing management firm, the principal stockholder of Trimtex
Company, a textile manufacturer, and the principal stockholder of Gordon &
Ferguson, an apparel manufacturer. He is a significant stockholder of the
Company.
Mr. Silverman, a director of the Company since 1993, is the
Chief Financial Officer and Treasurer of Objects of Art Ltd. and Meltzer
Industries Corporation, apparel manufacturers; President of Judyanna Ltd., an
apparel manufacturer; and Chairman of the Board of Quicksilver Development
Corp., a computer software developer.
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3
Mr. Zimmerman is the founder, the Chief Executive Officer, the
President and the sole stockholder of Kenar Enterprises, Ltd., a privately held
women's apparel manufacturer and retailer for the past twenty-one years and has
extensive experience in the apparel industry. He is also a significant
stockholder of the Company.
Chic designs, manufactures and markets moderately priced,
basic style, cotton denim jeans, casual pants and shorts for women, girls, men
and boys. Chic's German subsidiary markets women's and men's jeans and casual
pants under the H.I.S. brand name primarily in Germany and, to a lesser extent,
Austria, Switzerland, the Czech Republic, Slovakia and Poland.
FOR FURTHER INFORMATION: Contact: Chic Public Relations
Department at (212) 302-6400.
