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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DM Management Company
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(Exact name of issuer as specified in its charter)
Delaware 04-2973769
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Recreation Park Drive, Suite 200, Hingham, Massachusetts 02043
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(Address of principal executive offices) (Zip Code)
DM MANAGEMENT COMPANY
1993 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Gordon R. Cooke
President and Chief Executive Officer
DM Management Company
25 Recreation Park Drive, Suite 200
Hingham, Massachusetts 02043
(617) 740-2718
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Peter M. Rosenblum, Esquire
David R. Pierson, Esquire
Foley, Hoag & Eliot
One Post Office Square
Boston, Massachusetts 02109
(617) 482-1390
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 400,000 $3.625(1) $1,450,000.00(1) $500.00(1)
(par value $0.01) shares
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<FN>
(1) Estimated pursuant to Rule 457 (c) and (h) based on the average of
the high and low prices of the Common Stock as reported on the National
Association of Securities Dealers Automated Quotation National Market System on
May 9, 1996.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is registering additional shares of common
stock, par value $.01 per share, of DM Management Company (the "Company")
issuable pursuant to the Company's 1993 Incentive and Nonqualified Stock Option
Plan for which registration statements filed on Form S-8, File Nos. 33-71776 and
33-86982, are already effective.
The contents of the Company's Registration Statements on Form S-8, File No.
33-71776 and 33-86982, as filed with the Securities and Exchange Commission on
November 16, 1993 and December 1, 1994, respectively, are incorporated herein by
reference.
ITEM 8. EXHIBITS.
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Hingham, Massachusetts, on this 16th day of May,
1996.
DM MANAGEMENT COMPANY
By: /s/ Gordon R. Cooke
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Gordon R. Cooke
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Gordon R. Cooke and Samuel L. Shanaman, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both of them, 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 Title Date
- --------- ----- ----
/s/ Gordon R. Cooke President, Chief May 16, 1996
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Gordon R. Cooke Executive Officer
and Director
(Principal Executive
Officer)
II-2
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Signature Title Date
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/s/ Samuel L. Shanaman Executive Vice President, May 16, 1996
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Samuel L. Shanaman Chief Operating Officer,
Chief Financial Officer
and Director(Principal
Financial Officer)
/s/ David B. Walde Corporate Controller May 16, 1996
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David B. Walde (Principal Accounting
Officer)
/s/ William E. Engbers Director May 16, 1996
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William E. Engbers
/s/ Walter J. Levison Director May 16, 1996
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Walter J. Levison
II-3
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EXHIBIT INDEX
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Exhibit
No. Description Page
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5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature
page)
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EXHIBIT 5.1
FOLEY, HOAG & ELIOT
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170 IN WASHINGTON, D.C.
TELEPHONE: (617) 832-1000 1615 L STREET, N.W.
CABLE ADDRESS "FOLEYHOAG" SUITE 850
FACSIMILE (617) 832-7000 WASHINGTON, D.C. 20036
TELEX 940693 TELEPHONE (202) 775-0600
May 16, 1996
DM Management Company
25 Recreation Park Drive, Suite 200
Hingham, Massachusetts 02043
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by DM Management Company, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The S-8 Registration Statement relates
to the proposed offering by the Company of 400,000 shares (the "Shares") of its
Common Stock, $0.01 par value per share ("Common Stock"), issuable pursuant to
the Company's 1993 Incentive and Nonqualified Stock Option Plan, as amended (the
"1993 Stock Option Plan").
In arriving at the opinion expressed below, we have examined and relied on
the following documents:
(1) the Restated Certificate of Incorporation and Amended and Restated
By-Laws of the Company, each as amended as of the date hereof;
(2) the records of all meetings and consents of the Board of Directors
and stockholders of the Company relating to the 1993 Stock Option Plan and
the Shares; and
(3) the 1993 Stock Option Plan.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinion expressed below.
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DM Management Company
May 16, 1996
Page 2
Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of the Shares
in accordance with the S-8 Registration Statement. The Company has taken all
necessary corporate action required to authorize the issuance and sale of the
Shares. When certificates for the Shares have been duly executed and
countersigned, and delivered against due receipt of the exercise price for the
Shares as described in the options relating thereto and the 1993 Stock Option
Plan, the Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT
By /s/ David R. Pierson
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A Partner
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of DM Management Company:
We consent to the incorporation by reference in this registration statement
on Form S-8 of our reports dated July 31, 1995 on our audits of the consolidated
financial statements and financial statement schedules of DM Management Company,
as of June 24, 1995 and June 25, 1994, and for each of the three fiscal years in
the period ended June 24, 1995, which reports are included in the annual report
on Form 10-K of DM Management Company for the fiscal year ended June 24, 1995.
/s/ Coopers & Lybrand, L.L.P.
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COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 16, 1996
