<PAGE>
As filed with the Securities and Exchange Commission on March 20, 2000.
Subject to Amendment
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
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.
1998 LONG TERM INCENTIVE PLAN
(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.
--------------------
<PAGE>
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 per aggregate offering registration
registered unit(1) price(1) fee(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 400,000 $8.25 $3,300,000 $871.20
value
==============================================================================================================
</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 sales price of the Registrant's Common Stock
on March 13, 2000, as reported on the NASDAQ National Market.
================================================================================
This Registration Statement is intended, pursuant to Rule 429 of the Securities
and Exchange Commission, to constitute Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (No. 333-60881). See "Explanatory Note."
================================================================================
<PAGE>
3
The contents of Registration Statement No. 333-60881, pursuant to
which the Registrant registered 400,000 shares of Common Stock for sale by the
Registrant pursuant to options granted under the Registrant's 1998 Long Term
Incentive Plan, and all documents incorporated by reference therein, are
incorporated by reference in this Registration Statement.
<PAGE>
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoints Sanford Greenberg and Peter Boneparth as attorneys-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 March 13, 2000.
MCNAUGHTON APPAREL GROUP INC.
By: /s/ Sanford Greenberg
-----------------------------------
Sanford Greenberg
Chairman of the Board, 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)
<PAGE>
5
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.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------ ------------------------------- ----------------------------
<S> <C> <C>
/s/ Sanford Greenberg
- ------------------------------------ Chairman of the Board and March 13, 2000
Sanford Greenberg Director
/s/ Peter Boneparth President, Chief Executive March 13, 2000
- ------------------------------------ Officer, Chief Operating
Peter Boneparth Officer and Director
/s/ Amanda J. Bokman Vice President, Chief March 13, 2000
- ------------------------------------ Financial Officer, Secretary,
Amanda J. Bokman Treasurer and Director
/s/ Stuart Bregman Director March 13, 2000
- ------------------------------------
Stuart Bregman
/s/ Bradley P. Cost Director March 13, 2000
- ------------------------------------
Bradley P. Cost
/s/ Ben Mayo Director March 13, 2000
- ------------------------------------
Ben Mayo
/s/ Robert C. Siegel Director March 13, 2000
- ------------------------------------
Robert C. Siegel
</TABLE>
<PAGE>
6
EXPLANATORY NOTE
This Registration Statement is intended, pursuant to Rule 429 of the
Securities and Exchange Commission, to constitute Post-Effective Amendment No. 1
to Registration Statement on Form S-8 (No. 333-60881).
<PAGE>
7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the 1998 Long Term Incentive Plan 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.
/s/ ERNST & YOUNG LLP
New York, NY
March 17, 2000
<PAGE>
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 --
Accountants" 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>
<PAGE>
EXHIBIT 5
March 17, 2000
McNaughton Apparel Group Inc.
463 Seventh Avenue
New York, New York 10018
Dear Sir or Madam:
We have acted as counsel for McNaughton Apparel Group Inc., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-8 being filed by the Company under the Securities Act of 1933, as
amended, with respect to 400,000 shares (the "Stock Option Shares") of the
Company's common stock, $.01 par value, which have been or are to be offered to
certain employees of the Company, pursuant to the 1998 Long Term Incentive Plan
(the "Plan").
In connection with such registration statement, we have examined such
records and documents and such questions of law as we have deemed appropriate
for purposes of this opinion. On the basis of such examination, we advise you
that in our opinion:
(1) the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of
Delaware; and
(2) the Stock Option Shares have been duly and validly authorized
and, when issued and paid for in accordance with the terms of the
Plan, and stock options duly granted or to be granted thereunder,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
aforesaid registration statement.
Very truly yours,
/s/ Torys
