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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DM MANAGEMENT COMPANY
- --------------------------------------------------------------------------------
(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, 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 plan)
Gordon R. Cooke
President, Chief Executive Officer and Chairman of the Board of Directors
DM Management Company
25 Recreation Park Drive
Hingham, Massachusetts 02043
(781) 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 LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<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 500,000 $14.5625(1) $7,281,250(1) $2,147.97(1)
(par value $0.01) shares
</TABLE>
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(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 December 11, 1997.
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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,
33-86982 and 333-03845, are already effective.
The contents of the Company's Registration Statements on Form S-8, File
No. 33-71776, 33-86982 and 333-03845, as filed with the Securities and Exchange
Commission on November 16, 1993, December 1, 1994 and May 16, 1996,
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 12th day of December,
1997.
DM MANAGEMENT COMPANY
By: /s/ Gordon R. Cooke
--------------------------
Gordon R. Cooke
President, Chief Executive
Officer and Chairman of
the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Gordon R. Cooke and Olga L. Conley, 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Gordon R. Cooke President, Chief December 12, 1997
- ------------------- Executive Officer
Gordon R. Cooke and Chairman of the
Board of Directors
(Principal Executive
Officer)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Samuel L. Shanaman Executive Vice December 12, 1997
- ---------------------- President
Samuel L. Shanaman and Director
/s/ Olga L. Conley Vice President - December 12, 1997
- ---------------------- Finance, Chief
Olga L. Conley Financial Officer
and Treasurer
(Principal Financial
and Accounting
Officer)
/s/ William E. Engbers Director December 12, 1997
- ----------------------
William E. Engbers
/s/ Walter J. Levison Director December 12, 1997
- ----------------------
Walter J. Levison
/s/ Thomas J. Litle Director December 12, 1997
- ----------------------
Thomas J. Litle
/s/ Ruth M. Owades Director December 12, 1997
- ----------------------
Ruth M. Owades
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
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)
</TABLE>
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FOLEY, HOAG & ELIOT LLP EXHIBIT 5.1
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
--------
TELEPHONE 617-832-1000 1615 L STREET, N.W., SUITE 850
FACSIMILE 617-832-7000 WASHINGTON, D.C. 20036
http://www.fhe.com TEL: 202-775-0600
FAX: 202-857-0140
December 12, 1997
DM Management Company
25 Recreation Park Drive
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 500,000 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 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
December 12, 1997
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 LLP
By /s/ David R. Pierson
--------------------
A Partner
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated February 4, 1997, on our audits of the
consolidated balance sheets of DM Management Company and subsidiary as of
December 28, 1996, June 29, 1996 and June 24, 1995, and the related consolidated
statements of operations, change in stockholders' equity and cash flows for the
six months ended December 28, 1996 and each of the three fiscal years in the
period ended June 29, 1996.
We also consent to the incorporation by reference in the registration
statement of DM Management Company and subsidiary on Form S-8 of our report
dated August 9, 1996, except as to the information presented in Note D, for
which the date is September 10, 1996, on our audits of the consolidated
financial statements and financial statement schedules of DM Management Company
and subsidiary as of June 24, 1995 and June 29, 1996, and for each of the three
fiscal years in the period ended June 29, 1996.
/s/ Coopers & Lybrand, L.L.P.
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COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 12, 1997
