AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1998
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)
------------------
DELAWARE 2325 13-3494627
(State or other jurisdiction of Primary Standard (I.R.S. Employer
incorporation or organization) (Industrial Classification Identification No.)
Code Number)
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.[ ]
------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED PROPOSED
OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE REGISTRATION FEE
=================================== ================== ======================= ======================== ========================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value....... 1,150,043 $ 8.31 $ 9,556,857 $ 2,819
=================================== ================== ======================= ======================== ========================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee at
the average of the reported high ($ 8.56) and low ($ 8.06) prices of
the Registrant's Common Stock on the New York Stock Exchange on
February 20, 1998, 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>
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.
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1998
PROSPECTUS
1,150,043 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 approximately $18,000, will be borne by the Company,
other than approximately $ 1,594 of expenses to be borne by the Selling
Stockholder and any commissions or discounts paid or allowed by the Selling
Stockholder to underwriters, dealers, brokers or agents.
The Common Stock is traded on the NYSE under the symbol "JNS."
On February 23, 1998, the last reported sales price of the Common Stock on the
NYSE was $7.69 per share.
----------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 2 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.
The date of this Prospectus is ____________,1998
<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 38% and 30% of the
Company's consolidated net sales during fiscal 1996 and fiscal 1997,
respectively. Each of these customers accounted for more than ten percent of the
Company's consolidated net sales in fiscal 1996, while only K-Mart represented
more than ten percent of the Company's consolidated net sales in fiscal 1997.
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.
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 jean products. Although the Company's products
for
2
<PAGE>
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. 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 has commenced manufacturing operations in Mexico in fiscal 1997. In general,
there can be no assurance that the results of the Company's European operations
or the operations in Mexico 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.
LEVERAGE AND FINANCIAL COVENANTS. Although debt and equity
transactions have 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 1,
1997, the Company had an aggregate of approximately $44.3 million of
indebtedness (including capital leases) outstanding and the Company's
stockholders' equity was approximately $89.1 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
and certain shareholder rights arising under the Company's Rights Agreement
dated February 28, 1997, 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.
FUTURE SALES OF COMMON STOCK. The Company 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 other
holders of an aggregate of 838,545 shares of Common Stock. The Company expects
that
3
<PAGE>
certain of such warrantholders or stockholders 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. The shares of Common
Stock offered hereby represent in the aggregate approximately 11.7% of the
outstanding Common Stock.
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 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(R) brand name, and men's and boys'
jeans and casual pants are generally marketed under the H.I.S(R) brand name,
while in Europe all of the Company's apparel is sold under the H.I.S brand name.
The Company also licenses the use of its trademark, primarily
the CHIC brand name, to manufacturers of a variety of products that the Company
does not manufacture, including women's sportswear, intimate apparel, shirts,
accessories, hosiery and footwear. Many of these products are sold by the same
retailers that sell the Company's products and are generally promoted at the
retail level in a manner that complements the Company's products. In the United
States, the Company sells its apparel primarily to mass merchandisers. The
Company's marketing and advertising strategy emphasizes the quality, comfortable
fit and competitive pricing of its jeans and pants. The Company believes that
its ability to respond quickly to its domestic customers' needs, as a result of
its experienced manufacturing capabilities and its state-of-the-art ordering,
inventory and management information systems, gives it an advantage over many of
its competitors, particularly those which import finished goods. The Company's
excellence in servicing mass merchandisers has been recognized by industry-wide
awards and, in the opinion of management, is an important asset in maintaining
and broadening its business.
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.
RECENT DEVELOPMENT
On January 13, 1998, the Company announced that it had
received a letter on January 12, 1998 from Herbert Denton of Providence Capital,
Inc. notifying the Company of his intention to nominate 10 individuals for
election to the Company's Board of Directors at the Company's 1998
4
<PAGE>
Annual Meeting of Stockholders. On February 20, 1998, the Company announced that
an agreement had been reached to reconstitute the Board of Directors in order to
avert a contested election for directors. The new Board of Directors, which will
be effective on March 7, 1998 (such day being the "Effective Date"), 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. Jesse S. Siegel, the Selling
Stockholder, resigned from the Board effective on the Effective Date. The two
remaining vacancies on the nine-person Board can be filled by the unanimous
consent of the directors.
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 Jesse S. Siegel (the "Selling Stockholder") pursuant
to a Registration Rights Agreement, dated as of November 20, 1992, among the
Company, the Selling Stockholder and certain other parties. Mr. Siegel has
agreed to bear the filing fee of approximately $1,594 for registering 650,043
shares of Common Stock beneficially owned by him which are not covered by such
Registration Rights Agreement and to pay the Company a fee in connection
therewith of approximately $ 23,406.
The following table sets forth certain information regarding
the beneficial ownership of the voting securities of the Company before and
after the Offering by the Selling Stockholder. Until the Effective Date, the
Selling Stockholder will be a director of the Company.
<TABLE>
<CAPTION>
SHARES OWNED SHARES
BEFORE THE OFFERED SHARES OWNED AFTER THE
OFFERING HEREBY OFFERING (2)
PERCENT- PERCENT-
NUMBER AGE (%) NUMBER AGE (%)
<S> <C> <C> <C> <C> <C>
Jesse S. Siegel......... 1,150,043 (1) 11.7 1,150,043 0 0
</TABLE>
- -----------
(1) Includes 10,000 shares of Common Stock that Mr. Siegel has the right to
acquire pursuant to outstanding stock options.
(2) Assumes that all the shares of Common Stock offered hereby are sold.
5
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholder has advised the Company that he 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.
Other than approximately $1,594 of expenses being borne by the
Selling Stockholder, all expenses incurred in connection with the registration
of the shares offered hereby, estimated at approximately $18,000, 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 also 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 of 1933, as
amended (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.
In connection with the offering contemplated hereby, the Company
has agreed to indemnify the Selling Stockholder against certain liabilities,
including liabilities under the Securities Act.
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.
6
<PAGE>
EXPERTS
The consolidated financial statements and schedule 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.
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, 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. Materials that the Company
files electronically with the Commission are available at the Commission's
website (http://www.sec.gov), which contains reports, proxy statements,
information statements and other information regarding registrants that file
electronically with the Commission.
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 1, 1997; (b) the
Company's Current Report on Form 8-K filed on February 24, 1998; (c) an
Information Statement filed by the Company on February 24, 1998 pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, as amended on
February 25, 1998; and (d) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed on May 8, 1997, 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 con
tained 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
7
<PAGE>
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 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
<PAGE>
================================================================================
TABLE OF CONTENTS
Page
----
Risk Factors............................................................... 2
The Company................................................................ 4
Use of Proceeds............................................................ 5
Recent Developments........................................................ 5
Selling Stockholder........................................................ 5
Plan of Distribution....................................................... 6
Legal Matters.............................................................. 7
Experts.................................................................... 7
Available Information ..................................................... 7
Documents Incorporated by
Reference............................................................... 8
--------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING 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 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.
================================================================================
================================================================================
1,150,043 Shares
CHIC BY H.I.S, INC.
Common Stock
-------------
PROSPECTUS
-------------
___________, 1998
================================================================================
II-1
<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, other than $1,594 in SEC registration fees being paid by Jesse
S. Siegel, the Selling Stockholder. 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.................................................... $2,819
Legal fees and expenses................................................. $10,000
Accounting fees and expenses............................................ $2,500
Miscellaneous........................................................... $3,000
Total.......................................................... $18,319
=======
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 behalf of a director or
officer of the corporation against any liability asserted against him or
incurred
II-2
<PAGE>
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, Milan Danek, Nancy Siegel Jaffee,
Hillary Siegel Levin and Stephen Weiner (the "Holders") and the Company, in
connection with any 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.
The Representatives' Warrant Agreement, dated as of February
18, 1993, among Nomura, Josephthal and Tucker Anthony (collectively, the
"Representatives") and the Company,
II-3
<PAGE>
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 stockholder named therein, contains
provisions by which Tucker Anthony and the selling stockholder agree to
indemnify the Company and each officer, director and controlling person of the
Company against certain liabilities.
II-4
<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 November 20, 1992,
among the Company, Chrysler Capital Corporation, Whirlpool
Financial Corporation, NatWest, B.T. Expedition, Inc. and
Jesse S. Siegel. (Incorporated herein by reference to Exhibit
4.14 to the Company's Registration Statement on Form S-1 No.
33-56270).
4.4 -- 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.)
4.5 -- Letter Agreement, dated as of February 23, 1998, between the
Company and Jesse S. Siegel.
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).
II-5
<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;
provided, however, that paragraphs (b)(1)(i) and (b)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-6
<PAGE>
7
(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.
(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.
II-7
<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 February 25, 1998.
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/ Burton M. Rosenberg Chairman of the Board, Chief February 25, 1998
- ----------------------- Executive Officer
Burton M. Rosenberg and Director (Principal
Executive Officer)
/s/ Christine A. Hadjigeorge Chief Financial Officer February 25, 1998
- ---------------------------- and Treasurer (Principal
Christine A. Hadjigeorge Financial Officer)
/s/ Stuart Jaeger Secretary February 25, 1998
- -----------------
Stuart Jaeger
/s/ Milan Danek Director February 25, 1998
- ---------------
Milan Danek
/s/ Richard K. Howe Director February 25, 1998
- -------------------
Richard K. Howe
II-8
<PAGE>
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Hirsh Jacobson Director February 25, 1998
- ------------------
Hirsh Jacobson
/s/ Roland L. Kimberlin Director February 25, 1998
- -----------------------
Roland L. Kimberlin
/s/ Robert F. Luehrs Director February 25, 1998
- --------------------
Robert F. Luehrs
/s/ Jesse S. Siegel Director February 25, 1998
- -------------------
Jesse S. Siegel
/s/ Harvey Silverman Director February 25, 1998
- --------------------
Harvey Silverman
/s/ Rica Spector Director February 25, 1998
- ----------------
Rica Spector
/s/ Edward J. Walsh, Jr. Director February 25, 1998
- ------------------------
Edward J. Walsh, Jr.
II-9
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
PAGE
EXHIBIT NO. DESCRIPTION NUMBER
- ----------- ----------- ------
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
November 20, 1992, among the Company,
Chrysler Capital Corporation, Whirlpool
Financial Corporation, NatWest, B.T.
Expedition, Inc. and Jesse S. Siegel.
(Incorporated herein by reference to Exhibit
4.14 to the Company's Registration Statement
on Form S-1 No. 33-56270).
4.4 -- 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.)
4.5 -- Letter Agreement, dated as of February 23,
1998 between the Company and Jesse S.
Siegel.
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).
II-10
February 23, 1998
VIA TELECOPIER
- --------------
Chic By H.I.S, Inc.
1372 Broadway
New York, NY 10018
Attention: Burton M. Rosenberg
Gentlemen:
Reference is made to the Registration Rights Agreement, dated
as of November 20, 1992 (the "Registration Rights Agreement"), among Chic By
H.I.S, Inc., formerly known as Henry I. Siegel Holding Corp. (the "Company"),
Jesse S. Siegel and certain lenders of the Company named therein. Capitalized
terms used herein and not defined have the meanings ascribed to them in the
Registration Rights Agreement.
Pursuant to Section 2.1 of the Registration Rights Agreement,
I hereby make a request for the registration by the Company under the Securities
Act of 1933, as amended (the "Securities Act"), of all of the Registrable
Securities which I currently own, consisting of 500,000 shares of common stock,
$.01 par value share, of the Company ("Common Stock"). While I have no present
intention to dispose of my Registrable Securities, I would like to have the
flexibility to do so in the future. In that regard, please include language in
the "Plan of Distribution" section of the Registration Statement that would
permit me to sell such Registrable Securities from time to time through
underwriters, dealers, brokers or other agents or directly to one or more
purchasers, in transactions on The New York Stock Exchange, in privately
negotiated transactions or by any other lawful means.
In addition, because I may be deemed to be an "affiliate" (as
defined in Rule 144 of the Securities Act) of the Company, I hereby request that
the other 650,043 shares of Common Stock which I currently own (including 10,000
shares purchasable upon the exercise of outstanding options) (the "Additional
Securities") be included in such Registration Statement. In consideration for
including such Additional Securities in the Registration Statement, I agree to
reimburse the Company for the $1,594 filing fee incurred by the Company as a
result of
<PAGE>
Chic By H.I.S, Inc.
February 23, 1998
Page 1
including the Additional Securities in the Registration Statement and to pay the
Company $23,406 as additional consideration. Finally, considering the trading
volume of the Common Stock on The New York Stock Exchange, I believe that it
would be mutually beneficial to the Company and myself to extend the period
during which the Registration Statement is required to remain effective from 150
days to 270 days.
Kindly sign this letter in the space provided below to confirm
(a) that the Company will effect the registration of my Registrable Securities
in accordance with the Registration Rights Agreement, and (b) that the Company
agrees to include the Additional Securities as described above in the same
Registration Statement on the terms described above.
Very truly yours,
/s/ Jesse S. Siegel
-------------------
Jesse S. Siegel
AGREED AND ACCEPTED:
CHIC BY H.I.S, INC.
By: /s/ Burton M. Rosenberg
- --------------------------------
Name: Burton M. Rosenberg
Title: Chief Executive Officer
[PWRW&G LETTERHEAD]
212-373-3000
212-757-3990
February 25, 1998
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 1,150,043 shares (the "Shares") of Common Stock, par value $.01 per share,
of the Company to be
<PAGE>
Chic by H.I.S, Inc. 2
registered thereunder, which are being offered by Jesse S. Siegel (the "Selling
Stockholder").
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 November 20, 1992, 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 representations, statements or certificates of officers
of the Company.
<PAGE>
Chic by H.I.S, Inc. 3
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, other than the 10,000 shares of Common Stock Mr. Siegel has the right to
acquire pursuant to outstanding stock options, 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
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated December
16, 1997, relating to the consolidated financial statements and schedule of Chic
by H.I.S, appearing in the Company's Annual Report on Form 10-K for the year
ended November 1, 1997.
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
February 23, 1998
