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As filed with the Securities and Exchange Commission on October 6, 2000.
Subject to Amendment
Registration No. 333-60881
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
McNAUGHTON APPAREL GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3747173
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
_____________
463 Seventh Avenue
New York, New York 10018
(Address of principal executive offices)
_____________
McNAUGHTON APPAREL GROUP INC.
OPTION BONUS PLAN FOR SENIOR EXECUTIVES OF JJ ACQUISITION CORP.
(Full title of the plan)
_____________
PETER BONEPARTH
President
McNaughton Apparel Group Inc.
(212) 947-2960
(Name, address and telephone number, including area code, of agent for service)
_____________
Copy to:
BRADLEY P. COST, ESQ.
Torys
237 Park Avenue
New York, New York 10017
_____________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
_____________
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2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities to be registered offering price aggregate offering registration
registered per unit/(1)/ price/(1)/ fee/(1)/
==========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 393,929 $15.375 $6,056,658 $1,598.96
par value
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</TABLE>
/(1)/ Provided for purposes of calculating the registration fee in accordance
with Rule 457(h)(1) under the Securities Act of 1933, as amended, on the basis
of the average of the high and low prices of the Registrant's Common Stock on
October 5, 2000, as reported on the NASDAQ National Market.
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This Registration Statement is intended, pursuant to Rule 429 of the Securities
and Exchange Commission, to constitute Post-Effective Amendment No. 2 to
Registration Statement on Form S-8 (No. 333-60881). See "Explanatory Note."
================================================================================
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3
The contents of Registration Statement No. 333-60881, pursuant to
which the Registrant registered (i) 1,050,000 shares of Common Stock for sale by
the Registrant pursuant to options granted under the Registrant's Option Bonus
Plan for Senior Executives of JJ Acquisition Corp., (ii) 300,000 shares of
Common Stock for sale by the Registrant pursuant to options granted under the
Registrant's 1998 Long Term Incentive Plan and (iii) 100,000 shares of Common
Stock for sale by the Registrant pursuant to options granted under the
Registrant's Stock Option Plan for Non-Employee Directors, are incorporated by
reference in this Registration Statement.
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4
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoints Peter Boneparth as attorney-in-fact with full power of substitution,
severally, to execute in the name and on behalf of the Registrant and each such
person, individually and in each capacity stated below, one or more post-
effective amendments to this Registration Statement as the attorney-in-fact
acting in the premises deems appropriate and to file any such amendment to this
Registration Statement with the Securities and Exchange Commission.
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 City of New York, State of New York on October 6, 2000.
MCNAUGHTON APPAREL GROUP INC.
By: /s/ Peter Boneparth
-------------------------------------------------
Peter Boneparth
President, Chief Executive Officer and Director
By: /s/ Amanda J. Bokman
-------------------------------------------------
Amanda J. Bokman
Vice President, Chief Financial Officer,
Secretary, Treasurer and Director
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Sanford Greenberg* Chairman of the Board and October 6, 2000
--------------------------- Director
Sanford Greenberg
/s/ Peter Boneparth President, Chief Executive October 6, 2000
--------------------------- Officer and Director
Peter Boneparth
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5
/s/ Amanda J. Bokman* Vice President, Chief October 6, 2000
--------------------------- Financial Officer, Secretary,
Amanda J. Bokman Treasurer and Director
/s/ Stuart Bregman* Director October 6, 2000
---------------------------
Stuart Bregman
/s/ Bradley P. Cost* Director October 6, 2000
---------------------------
Bradley P. Cost
/s/ Ben Mayo* Director October 6, 2000
---------------------------
Ben Mayo
/s/ Robert C. Siegel* Director October 6, 2000
---------------------------
Robert C. Siegel
*/s/ Peter Boneparth October 6, 2000
--------------------------
By Power of Attorney
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6
EXPLANATORY NOTE
This Registration Statement is intended, pursuant to Rule 429 of the
Securities and Exchange Commission, to constitute Post-Effective Amendment No. 2
to Registration Statement on Form S-8 (No. 333-60881).
<PAGE>
7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (333-60881) pertaining to the McNaughton Apparel Group
Inc. Option Bonus Plan for Senior Executives of JJ Acquisition Corp., of our
report dated January 5, 2000 with respect to the consolidated financial
statements and schedule of McNaughton Apparel Group Inc. included in its Annual
Report on Form 10-K for the year ended November 6, 1999, filed with the
Securities and Exchange Commission.
New York, New York /S/ ERNST & YOUNG LLP
October 5, 2000
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8
CONSENT OF COUNSEL
The consent of Torys is contained in its opinion filed as Exhibit 5 to
this Registration Statement.
<PAGE>
9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description of Exhibit Page
------ ---------------------- ----
<S> <C>
5 - Opinion of Torys 10
23(i) - Consent of Ernst & Young LLP (see "Consent of Independent --
Auditors" in the Registration Statement)
23(ii) - Consent of Torys (contained in Exhibit 5) --
24 - Power of Attorney (see "Power of Attorney" in the Registration --
Statement)
</TABLE>
