-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WePFTD7qlNMRWIwLuEeZ9rBBHSqjjn13IHsSjeNF+C4OVvlzPufUnZvDeZZr4sd9 4V1XA5qrGCUrjJ+dj1bClQ== 0000893220-97-000422.txt : 19970226 0000893220-97-000422.hdr.sgml : 19970226 ACCESSION NUMBER: 0000893220-97-000422 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970225 EFFECTIVENESS DATE: 19970225 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARMING SHOPPES INC CENTRAL INDEX KEY: 0000019353 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 231721355 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-22323 FILM NUMBER: 97543076 BUSINESS ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2152459100 MAIL ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 S-8 1 CHARMING SHOPPES, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on February 25, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CHARMING SHOPPES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 23-1721355 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 450 Winks Lane Bensalem, Pennsylvania 19020 (Address of principal executive offices) CHARMING SHOPPES, INC. NON-EMPLOYEE DIRECTORS COMPENSATION PROGRAM CHARMING SHOPPES, INC. COMPENSATION PROGRAM FOR THE NON-EMPLOYEE CHAIRMAN OF THE BOARD OF DIRECTORS (Full title of the plans) COLIN D. STERN, ESQ. Charming Shoppes, Inc. 450 Winks Lane Bensalem, Pennsylvania 19020 (Name and address of agent for service) (215) 245-9100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate Amount of to be registered registered per share (1) offering price (1) registration fee - ---------------- ---------- ------------- ------------------ ---------------- Common Stock, 550,000 shares $4.50 $2,475,000 $750.00 without par value - ---------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the registration fee, based upon the closing quotation of Common Stock on February 21, 1997 as reported on the Nasdaq National Market. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Charming Shoppes, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission"), are incorporated by reference in this Registration Statement: 1. Annual Report on Form 10-K, for the Fiscal Year Ended February 3, 1996; 2. Quarterly Report on Form 10-Q, for the Quarter Ended May 4, 1996; 3. Quarterly Report on Form 10-Q, for the Quarter Ended August 3, 1996; and 4. Quarterly Report on Form 10-Q, for the Quarter Ended November 2, 1996. The description of the Company's Common Stock contained in the Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission on July 1, 1996 (File No. 333-4137). All reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement, from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into the Registration Statement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document that is also incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. The consolidated financial statements of the Company appearing in the Company's Annual Report (Form 10-K) for the fiscal year ended February 3, 1996 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated by reference herein in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities to be offered under this Registration Statement is registered under Section 12(g) of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1741 of the Pennsylvania Business Corporation Law of 1988 provides the Company with the power to indemnify any officer or director acting in his capacity as a representative of the Company who was or is a party or is threatened to be made a party to any action or proceeding against expenses, judgments, penalties, fines and amounts paid in settlement in connection with such action or proceeding whether the action was instituted by a third party or arose by or in the right of the Company. Generally, the only limitation on the ability of the Company to indemnify its officers and directors is if the act or failure to act is finally determined by a court to have constituted willful misconduct or recklessness. The Company's Bylaws provide that the Company is required to indemnify its officers, directors and employees to the fullest extent permitted under Pennsylvania law as from time to time in effect. As a result, indemnification will be a contract right of directors, officers and employees of the Company, as opposed to a matter within the discretion of the Board, as will the payment of expenses by the Company in advance of a proceeding's final disposition. The Bylaws provide a clear and unconditional right to indemnification to the full extent permitted by law, for expenses (including attorneys' fees), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by any person whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of the Company (a derivative action) by reason of the fact that such person is or was serving as a director, officer or employee of the Company or, at the request of the Company, as a director, officer, partner, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, even if the act or failure to act giving rise to the claim for indemnification entails the negligence or gross negligence of the indemnified party unless such act or failure to act is finally determined by a court to have constituted willful misconduct or recklessness. The Bylaws provide for the advancement of expenses to an indemnified party upon receipt of an undertaking by the party to repay those amounts if it is finally determined that the indemnified party is not entitled to indemnification. The Bylaws authorize the Company to take steps to ensure that all persons entitled to the indemnification are properly indemnified, including, if the Board so determines, purchasing and maintaining insurance, entering into indemnification agreements, creating a reserve, trust, escrow or other fund or account, granting security interests, obtaining a letter of credit or using other means that may be available from time to time. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 4 ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
Exhibit No. Description - ----------- ----------- 4.1 Charming Shoppes, Inc. Non-Employee Directors Compensation Program. 4.2 Charming Shoppes, Inc. Compensation Program for the Non-Employee Chairman of the Board of Directors. 5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered. 23.1 Consent of Ernst & Young LLP, independent accountants. 23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5). 24 Power of Attorney (set forth on the signature page of this Registration Statement).
ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (a) (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 this Registration Statement (or the most recent post-effective amendment to the Registration Statement) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (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 (a)(1)(i) and (a)(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. (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. (b) 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 Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5 (c) 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 foregoing provisions, 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 persons 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. 6 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 Bensalem, Commonwealth of Pennsylvania, this 24th day of February, 1997. CHARMING SHOPPES, INC. By: /s/ Dorrit J. Bern ---------------------------------- Dorrit J. Bern President, Chief Executive Officer and Chairperson of the Board KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Charming Shoppes, Inc. hereby constitutes and appoints Dorrit J. Bern, his or her true and lawful attorney-in-fact and agent, for and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 under the Securities Act of 1933, including post-effective amendments and other related documents, and to file the same with the Securities and Exchange Commission under said Act, hereby granting power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date --------- -------- ---- /s/ Dorrit J. Bern - ---------------------------- President, Chief Executive February 24, 1997 Dorrit J. Bern and Chairperson of the Board /s/ Joseph L. Castle, II - ---------------------------- Director February 24, 1997 Joseph L. Castle, II /s/ Geoffrey W. Levy - ---------------------------- Director February 24, 1997 Geoffrey W. Levy /s/ Marjorie Margolies-Mezvinsky Director February 24, 1997 - -------------------------------- Marjorie Margolies-Mezvinsky /s/ Alan Rosskamm - ---------------------------- Director February 24, 1997 Alan Rosskamm /s/ Marvin L. Slomowitz - ---------------------------- Director February 24, 1997 Marvin L. Slomowitz /s/ Michael Solomon - ---------------------------- Director February 24, 1997 Michael Solomon /s/ Eric M. Specter - ---------------------------- Executive Vice President -- Chief February 24, 1997 Eric M. Specter Financial Officer
7 /s/ Jon A. Goldberg - ------------------------ Vice President -- Corporate February 24, 1997 Jon A. Goldberg Controller (Chief Accounting Officer)
8 EXHIBIT INDEX
Sequential Exhibit No. Description Page Number - ----------- ----------- ----------- 4.1 Charming Shoppes, Inc. Non-Employee Directors Compensation Program. 4.2 Charming Shoppes, Inc. Compensation Program for the Non-Employee Chairman of the Board of Directors. 5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered. 23.1 Consent of Ernst & Young LLP, independent accountants. 23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5). 24 Power of Attorney (set forth on the signature page of this Registration Statement).
EX-4.1 2 APPROVAL OF NON-EMPLOYEE DIRECTORS COMPENSATION 1 Exhibit 4.1 APPROVAL OF NON-EMPLOYEE DIRECTORS COMPENSATION PROGRAM GENERAL AUTHORIZATION RESOLVED, that the Board of Directors hereby approves the Non-Employee Directors Compensation Program (the "Non-Employee Directors Program") which shall consist of aggregate compensation at the rate of $60,000 per annum (the "Annual Fee"), payable as follows: (i) 60% of the Annual Fee shall be paid in fully paid and non-assessable common stock of the Company (the "Annual Stock Component"); and (ii) 40% of the Annual Fee shall be paid in cash (the "Annual Cash Component"). The Annual Fee shall be determined and paid pursuant to the procedures set forth below to the members of the Company's Board of Directors who are neither full-time employees nor the Chairman of the Board of Directors of the Company (the "Non-Employee Directors"). Annual Stock Component Awards made under the Non-Employee Directors Program shall be conditioned upon receipt of shareholder approval of the Non-Employee Directors Program and shall vest and be paid, released or distributed to a Non-Employee Director in accordance with the terms of the award and to the extent such Non-Employee Director remains in continuous service through each relevant vesting, payment, release or distribution date. Each Non-Employee Director shall be entitled to (i) receive dividends on the vested portion of each Annual Stock Component award, when, as, and if dividends are declared and paid on the common stock of the Company, and (ii) vote with regard to the number of vested shares subject to the Annual Stock Component on any matter submitted to a vote of holders of common stock of the Company. INITIAL AWARD RESOLVED, that in lieu of awarding compensation to the Non-Employee Directors as of June 27, 1996, the date of the Company's Annual Meeting of Shareholders (the "Annual Meeting") following the 1996 fiscal year, an analysis of compensation programs for Non-Employee Directors was conducted, resulting in the adoption of the Non-Employee Directors Program and that an initial award under the Non-Employee Directors Program is hereby authorized to compensate Non-Employee Directors for service from the 1996 Annual Meeting until the 1997 Annual Meeting ("Fiscal 1997 Service") in accordance with the following terms: (i) the number of shares of common stock subject to the Annual Stock Component payable for Fiscal 1997 Service shall be determined based upon the closing quotation for the Company's common stock on the Nasdaq National 2 Market on August 23, 1996, the first full day of trading following the pending release of the Company's earnings for its second quarter (the "Initial Stock Award"); (ii) the Annual Cash Component payable for Fiscal 1997 Service shall be paid in four equal installments on September 30, 1996, December 31, 1996, March 31, 1997 and June 15, 1997 to the extent the Non-Employee Director remains in service on such dates; (iii) subject to the condition in clause (iv) below, the Initial Stock Award for Fiscal 1997 Service shall vest and become payable in four equal installments on September 30, 1996, December 31, 1996, March 31, 1997 and June 15, 1997 to the extent the Non-Employee Director remains in service on such dates, regardless of whether such Director remains in service through the date shareholder approval is obtained for the Non-Employee Directors Program; and (iv) the vested Initial Stock Award for Fiscal 1997 Service shall be released to Non-Employee Directors following shareholder approval of the Non-Employee Directors Program. FURTHER RESOLVED, that in the event a Non-Employee Director is elected between the date hereof and the date of the 1997 Annual Meeting, such Non-Employee Director shall be entitled to receive a pro-rata Annual Fee determined as follows: (i) the number of shares of common stock subject to the pro-rata Initial Stock Award shall be determined by dividing the Annual Stock Component by the closing quotation for the Company's common stock on the Nasdaq National Market on the date such Director was so elected, and such resulting amount shall be multiplied by the reasonably anticipated number of full months (i.e. thirty-day periods) between such date and the next anticipated meeting of shareholders and such resulting product shall be divided by 12; (ii) the pro-rata Annual Cash Component shall be determined by multiplying the Annual Cash Component by the reasonably anticipated number of full months (i.e. thirty-day periods) between such date and the next anticipated meeting of shareholders and such resulting product shall be divided by 12; (iii) the pro-rata Annual Cash Component determined pursuant to clause (ii) of this resolution shall be paid in four equal installments determined by this Board of Directors prior to the next meeting of shareholders to the extent such Non-Employee Director remains in service on such dates; (iv) subject to the condition in clause (v) below, the pro-rata Initial Stock Award shall vest and become payable in four equal installments determined by the Board of Directors prior to the next meeting of shareholders to the extent the Non-Employee Director remains in service on such dates, regardless of whether such Director remains in service through the date shareholder approval is obtained for the Non-Employee Directors Program; and (v) the vested pro-rata Initial Stock Award shall be released to such Non-Employee Director following shareholder approval of the Non-Employee Directors Program. 3 ANNUAL AWARD RESOLVED, that following shareholder approval of the Non-Employee Directors Program, each Non-Employee Director serving as of the close of business on the date of each Annual Meeting shall be entitled to receive the Annual Fee pursuant to the following conditions: (i) the number of shares of common stock subject to the stock award shall be determined by dividing the Annual Stock Component by the closing quotation for the Company's common stock on the Nasdaq National Market on the date of the Annual Meeting each year; and (ii) the Annual Stock Component and Annual Cash Component shall vest and be paid in four equal installments as of the date of the Annual Meeting for that year and on the succeeding September 30, December 31 and March 31 to the extent the Non-Employee Director remains in service on such dates. INTERIM AWARD RESOLVED, that to the extent a Non-Employee Director is elected to the Company's Board of Directors in circumstances other than as set forth above in the three preceding resolutions, such Non-Employee Director shall be entitled to a pro-rata Annual Fee determined as follows: (i) the number of shares of common stock subject to the pro-rata stock award shall be determined by dividing the Annual Stock Component by the closing quotation for the Company's common stock on the Nasdaq National Market on the date such Director was so elected, and such resulting amount shall be multiplied by the reasonably anticipated number of full months (i.e. thirty-day periods) between such date and the next anticipated meeting of shareholders and such resulting product shall be divided by 12; (ii) the pro-rata cash award shall be determined by multiplying the Annual Cash Component by the reasonably anticipated number of full months (i.e. thirty-day periods) between such election date and the next anticipated meeting of shareholders and such resulting product shall be divided by 12; and (iii) the pro-rata Annual Fee determined pursuant to clauses (i) and (ii) of this resolution shall vest and be paid in four equal installments determined by this Board of Directors prior to the next meeting of shareholders to the extent the Non-Employee Director remains in service on such dates. INTERPRETIVE POWER, BINDING EFFECT RESOLVED, that the Board of Directors shall have the power to interpret the Non-Employee Directors Program, adopt rules, regulations or policies regarding the Non-Employee Directors Program and take action concerning the Non-Employee Directors Program, which action shall be final, binding and conclusive. 4 * * * [Resolutions regarding the Charming Shoppes, Inc. Compensation Program for the NON-EMPLOYEE Chairman of the Board of Directors are set forth in Exhibit 4.2 to this Registration Statement] GENERAL RESOLVED, that the Non-Employee Director Program and the Compensation Program for the Non-Employee Chairman of the Board of Directors (the "Non-Employee Chairman Program") be submitted to the shareholders of the Company for approval at the 1997 Annual Meeting of Shareholders, and that the recommendation of the Board of Directors be, and it hereby is, that shareholders of the Company vote to approve the Non-Employee Directors Program and the Non-Employee Chairman Program. FURTHER RESOLVED, that 700,000 shares of the Common stock of the Company are hereby reserved for issuance pursuant to the Non-Employee Directors Program and the Non-Employee Chairman Program subject to the approval of the Non-Employee Directors Program and the Non-Employee Chairman Program by the shareholders, and that such shares be issued, in the discretion of the Board, out of the Company's authorized but unissued shares of common stock or out of treasury shares held by the Company and any shares so issued shall be fully paid and non-assessable. FURTHER RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized and directed to cause to be issued and delivered, in accordance with applicable law, the Articles of Incorporation of the Company, the Non-Employee Directors Program, the Non-Employee Chairman Program, and these resolutions, shares of common stock of the Company under the Non-Employee Directors Program and the Non-Employee Chairman Program and that it be, and it hereby is, determined that such shares of common stock, when so issued and delivered, will be issued and sold for adequate consideration and will be validly issued, fully paid and non-assessable. FURTHER RESOLVED, that upon issuance of shares of common stock (not including for this purpose delivery of treasury shares), under the Non-Employee Directors Program and the Non-Employee Chairman Program, an amount of capital surplus equal to the aggregate par value of the common stock so issued shall be transferred to the stated capital of the Company. FURTHER RESOLVED, that the Executive Vice President and General Counsel of the Company be, and he hereby is, authorized and directed to approve such 5 revisions to the Non-Employee Directors Program and the Non-Employee Chairman Program, not inconsistent with these resolutions, as he may deem necessary and appropriate in order that the Non-Employee Directors Program comply with applicable laws and regulations and in order to effectuate the purposes of these resolutions and the Non-Employee Directors Program and the Non-Employee Chairman Program. FURTHER RESOLVED, that the Executive Vice President and General Counsel of the Company, be, and he hereby is, authorized and directed, and in the name and on behalf of the Company to prepare or have prepared and to execute a Registration Statement on Form S-8 (or such other registration form as he may deem appropriate) relating to any offer and sale of shares of common stock pursuant to the Non-Employee Directors Program and the Non-Employee Chairman Program and any and all pre- and post-effective amendments thereto and other instruments and documents in connection therewith and to file the same, with all exhibits thereto, with the Securities and Exchange Commission; provided, however, that, in the event that the shareholders of the Company fail to vote to approve the Non-Employee Directors Program and the Non-Employee Chairman Program at the Company's 1997 Annual Meeting of Shareholders and before the expiration of one year from the date hereof, the appropriate officers of the Company shall take any and all steps necessary to withdraw the Registration Statement relating to the Non-Employee Directors Program and the Non-Employee Chairman Program or amend it if it covers a plan other than the Non-Employee Directors Program and the Non-Employee Chairman Program. FURTHER RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized and directed in the name of, and on behalf of the Company, at any time or from time to time, to take or do, or cause to be taken or done, all such other actions and things, including the payment of any and all fees and expenses, and to execute and deliver such agreements, instruments, certificates and other documents, including any qualification statement or like document to qualify any offer and sale of shares of common stock under the Non-Employee Directors Program and the Non-Employee Chairman Program under the securities laws of the various states or other jurisdictions and any report required to be filed with the Nasdaq National Market in connection with the creation of the Non-Employee Directors Program and the Non-Employee Chairman Program and to affix and attest thereto the corporate seal of the Company, as any such officer may deem necessary or appropriate in order to implement such plans and effectuate these resolutions. FURTHER RESOLVED, that any resolution contained in the usual and customary form of corporate resolutions which is required or requested by any federal, state or other governmental agency, the National Association of Securities Dealers, 6 Inc., the Nasdaq System, any national or regional securities exchange, the Company's transfer agent or any other person or entity in order to take, or in furtherance of, any action authorized by these resolutions be, and it hereby is, approved and adopted as the resolution of the Board of Directors as though set forth at length herein, that the Secretary of the Company be, and he hereby is, authorized and directed to certify a copy of any such resolution as the resolution of the Board of Directors, and that a copy of any such resolution be annexed to the minutes of this meeting as evidence of its due approval and adoption. EX-4.2 3 APPROVAL OF COMPENSATION PROGRAM 1 Exhibit 4.2 * * * [Resolutions regarding the Charming Shoppes, Inc. Non-Employee Directors Compensation Program are set forth in Exhibit 4.1 to this Registration Statement] * * * APPROVAL OF COMPENSATION PROGRAM FOR THE NON-EMPLOYEE CHAIRMAN OF THE BOARD OF DIRECTORS GENERAL AUTHORIZATION RESOLVED, that the Board of Directors hereby approves the Compensation Program for the Non-Employee Chairman of the Board of Directors of the Company (the "Chairman Program") which shall consist of aggregate compensation at the rate of $300,000 per annum (the "Annual Fee"), payable as follows: (i) 50% of the Annual Fee shall be paid in fully paid and non-assessable common stock of the Company (the "Annual Stock Component"); and (ii) 50% of the Annual Fee shall be paid in cash (the "Annual Cash Component"). The Annual Fee shall be determined and paid pursuant to the procedures set forth below to the Non-Employee Chairman of the Board of Directors of the Company (the "Chairman"). Annual Stock Component Awards made under the Chairman Program shall be conditioned upon receipt of shareholder approval of the Chairman Program and shall vest and be paid, released or distributed to the Chairman in accordance with the terms of the award and to the extent the Chairman remains in continuous service through each relevant vesting, payment, release or distribution date. The Chairman shall be entitled to (i) receive dividends on the vested portion of each Annual Stock Component award, when, as, and if dividends are declared and paid on the common stock of the Company, and (ii) vote with regard to the number of vested shares subject to the Annual Stock Component on any matter submitted to a vote of holders of common stock of the Company. INITIAL AWARD RESOLVED, that an analysis of compensation programs for chairmen of the boards of directors of companies was conducted, resulting in the adoption of the Chairman Program and that an initial award under the Chairman Program is hereby authorized to compensate the Chairman for services from the Annual 2 Meeting of Shareholders (the "Annual Meeting") following the 1996 fiscal year until the 1997 Annual Meeting ("Fiscal 1997 Service") in accordance with the following terms: (i) the number of shares of common stock subject to the Annual Stock Component shall be determined based upon the closing quotation for the Company's common stock on the Nasdaq National Market on August 23, 1996, the first full day of trading following the pending release of the Company's earnings for its second quarter (the "Chairman's Initial Stock Award"); (ii) the Annual Cash Component payable for Fiscal 1997 Service shall be paid in four equal installments on September 30, 1996, December 31, 1996, March 31, 1997 and June 15, 1997 to the extent the Chairman remains in service on such dates; (iii) subject to the condition in clause (iv) below, the Chairman's Initial Stock Award shall vest and become payable in four equal installments on September 30, 1996, December 31, 1996, March 31, 1997 and June 15, 1997 to the extent the Chairman remains in service on such dates and regardless of whether the Chairman remains in service through the date shareholder approval is obtained for the Chairman Program; and (iv) the vested Chairman's Initial Stock Award shall be released to the Chairman following shareholder approval of the Chairman Program. ANNUAL AWARD RESOLVED, that following shareholder approval of the Chairman Program, the Chairman elected by the Company's Board of Directors shall be entitled to receive the Annual Fee pursuant to the following conditions: (i) the number of shares of common stock subject to the Annual Stock Component shall be determined based upon the closing quotation for the Company's common stock on the Nasdaq National Market on the date of the Annual Meeting of the Board of Directors of the Company at which the Chairman is elected; and (ii) the Annual Stock Component and Annual Cash Component shall vest and be paid in four equal installments as of the date of the Annual Meeting for that year and on the succeeding September 30, December 31 and March 31 to the extent the Chairman remains in service on such dates. INTERIM AWARD RESOLVED, that to the extent the Chairman is elected by the Company's Board of Directors by means other than the circumstances set forth in the preceding two resolutions, such Chairman shall be entitled to a pro-rata Annual Fee determined as follows: (i) the number of shares of common stock subject to the pro-rata stock award shall be determined by dividing the Annual Stock Component by the closing quotation for the Company's common stock on the Nasdaq National 3 Market on the date such Chairman was so elected, and such resulting amount shall be multiplied by the reasonably anticipated number of full months (i.e. thirty-day periods) between such date and the next anticipated Annual Meeting of the Board of Directors and such resulting product shall be divided by 12; (ii) the pro-rata cash award shall be determined by multiplying the Annual Cash Component by the reasonably anticipated number of full months (i.e. thirty-day periods) between such election date and the next anticipated Annual Meeting of the Board of Directors of the Company and such resulting product shall be divided by 12; and (iii) the pro-rata Annual Fee determined pursuant to clauses (i) and (ii) of this resolution shall vest and be paid in four equal installments determined by this Board of Directors prior to the next Annual Meeting of the Board of Directors of the Company. INTERPRETIVE POWER, BINDING EFFECT RESOLVED, that the Board of Directors shall have the power to interpret the Chairman Program, adopt rules, regulations or policies regarding the Chairman Program and take action concerning the Chairman Program, which action shall be final, binding and conclusive. GENERAL RESOLVED, that the Non-Employee Directors Program (the "Non-Employee Directors Program") and the Chairman Program be submitted to the shareholders of the Company for approval at the 1997 Annual Meeting of Shareholders, and that the recommendation of the Board of Directors be, and it hereby is, that shareholders of the Company vote to approve the Non-Employee Directors Program and the Chairman Program.d FURTHER RESOLVED, that 700,000 shares of the Common stock of the Company are hereby reserved for issuance pursuant to the Non-Employee Directors Program and the Chairman Program subject to the approval of the Non-Employee Directors Program and the Chairman Program by the shareholders, and that such shares be issued, in the discretion of the Board, out of the Company's authorized but unissued shares of common stock or out of treasury shares held by the Company and any shares so issued shall be fully paid and non-assessable. FURTHER RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized and directed to cause to be issued and delivered, in accordance with applicable law, the Articles of Incorporation of the 4 Company, the Non-Employee Directors Program, the Chairman Program, and these resolutions, shares of common stock of the Company under the Non-Employee Directors Program and the Chairman Program and that it be, and it hereby is, determined that such shares of common stock, when so issued and delivered, will be issued and sold for adequate consideration and will be validly issued, fully paid and non-assessable. FURTHER RESOLVED, that upon issuance of shares of common stock (not including for this purpose delivery of treasury shares), under the Non-Employee Directors Program and the Chairman Program, an amount of capital surplus equal to the aggregate par value of the common stock so issued shall be transferred to the stated capital of the Company. FURTHER RESOLVED, that the Executive Vice President and General Counsel of the Company be, and he hereby is, authorized and directed to approve such revisions to the Non-Employee Directors Program and the Chairman Program, not inconsistent with these resolutions, as he may deem necessary and appropriate in order that the Non-Employee Directors Program comply with applicable laws and regulations and in order to effectuate the purposes of these resolutions and the Non-Employee Directors Program and the Chairman Program. FURTHER RESOLVED, that the Executive Vice President and General Counsel of the Company, be, and he hereby is, authorized and directed, and in the name and on behalf of the Company to prepare or have prepared and to execute a Registration Statement on Form S-8 (or such other registration form as he may deem appropriate) relating to any offer and sale of shares of common stock pursuant to the Non-Employee Directors Program and the Chairman Program and any and all pre- and post-effective amendments thereto and other instruments and documents in connection therewith and to file the same, with all exhibits thereto, with the Securities and Exchange Commission; provided, however, that, in the event that the shareholders of the Company fail to vote to approve the Non-Employee Directors Program and the Chairman Program at the Company's 1997 Annual Meeting of Shareholders and before the expiration of one year from the date hereof, the appropriate officers of the Company shall take any and all steps necessary to withdraw the Registration Statement relating to the Non-Employee Directors Program and the Chairman Program or amend it if it covers a plan other than the Non-Employee Directors Program and the Chairman Program. FURTHER RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized and directed in the name of, and on behalf of the Company, at any time or from time to time, to take or do, or cause to be taken 5 or done, all such other actions and things, including the payment of any and all fees and expenses, and to execute and deliver such agreements, instruments, certificates and other documents, including any qualification statement or like document to qualify any offer and sale of shares of common stock under the Non-Employee Directors Program and the Chairman Program under the securities laws of the various states or other jurisdictions and any report required to be filed with the Nasdaq National Market in connection with the creation of the Non-Employee Directors Program and the Chairman Program and to affix and attest thereto the corporate seal of the Company, as any such officer may deem necessary or appropriate in order to implement such plans and effectuate these resolutions. FURTHER RESOLVED, that any resolution contained in the usual and customary form of corporate resolutions which is required or requested by any federal, state or other governmental agency, the National Association of Securities Dealers, Inc., the Nasdaq System, any national or regional securities exchange, the Company's transfer agent or any other person or entity in order to take, or in furtherance of, any action authorized by these resolutions be, and it hereby is, approved and adopted as the resolution of the Board of Directors as though set forth at length herein, that the Secretary of the Company be, and he hereby is, authorized and directed to certify a copy of any such resolution as the resolution of the Board of Directors, and that a copy of any such resolution be annexed to the minutes of this meeting as evidence of its due approval and adoption. EX-5 4 OPINION OF MORGAN, LEWIS & BOCKIUS LLP 1 Exhibit 5 February 24, 1997 Charming Shoppes, Inc. 450 Winks Lane Bensalem, Pennsylvania 19020 Re: Charming Shoppes, Inc. Non-Employee Directors Compensation Program and Compensation Program for the Non-Employee Chairman of the Board of Directors Ladies and Gentlemen: As your counsel, we have assisted in the preparation of the above-referenced Registration Statement on Form S-8 (the "Registration Statement") for filing 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 Registration Statement relates to 550,000 shares (the "Registered Stock") of common stock, par value $0.10 per share (the "Common Stock"), of Charming Shoppes, Inc. (the "Company") pursuant to the Charming Shoppes, Inc. Non-Employee Directors Compensation Program and the Charming Shoppes, Inc. Compensation Program for the Non-Employee Chairman of the Board of Directors (together, the "Plans"). We have examined copies of the Company's Articles of Incorporation, as amended, By-Laws, resolutions adopted by the board of directors and stockholders and such other documents, and have made such inquiries of the Company's officers, as we have deemed appropriate. In our examination, we have assumed the genuineness of all signatures, the authenticity of all items submitted to us as originals, and the conformity with originals of all items submitted to us as copies. Based upon the foregoing, it is our opinion that the Registered Stock, when issued and delivered in accordance with the Plans, will be legally issued, fully paid and non-assessable shares of Common Stock of the Company. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ MORGAN, LEWIS & BOCKIUS LLP EX-23.1 5 CONSENT OF INDEPENDENT AUDITORS 1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Incorporation of Documents by Reference" in the Registration Statement (Form S-8 No. 333-XXXXX) pertaining to the Charming Shoppes, Inc. Non-Employee Directors Compensation Program and the Charming Shoppes, Inc. Compensation Program for the Non-Employee Chairman of the Board of Directors and to the incorporation by reference therein of our report dated March 20, 1996, with respect to the consolidated financial statements and schedules of Charming Shoppes, Inc. included in its Annual Report (Form 10-K) for the year ended February 3, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG, LLP Philadelphia, Pennsylvania February 19, 1997 -----END PRIVACY-ENHANCED MESSAGE-----