-----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, FCSlBPcVjRFpUdjxFs9pbUUYcojPbbbOMCe7SrWrCDIiT+h9TX/ldbvWi+8eOAsq czCB/HU5beVI26KrG5Jn3Q== 0000950123-02-005025.txt : 20020513 0000950123-02-005025.hdr.sgml : 20020513 ACCESSION NUMBER: 0000950123-02-005025 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020513 EFFECTIVENESS DATE: 20020513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 138053260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88156 FILM NUMBER: 02644444 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 MAIL ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 S-8 1 y60535s-8.txt HANOVER DIRECT INC. As filed with the Securities and Exchange Commission on May 13, 2002 Registration No. 333-______________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HANOVER DIRECT, INC. -------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 13-0853260 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) Number) 115 River Road, Building 10 EDGEWATER, NEW JERSEY 07020 ----------------------- (Address of Principal Executive Offices ) (Zip Code) 2000 MANAGEMENT STOCK OPTION PLAN ------------------------------------ (Full Title of the Plan) SARAH HEWITT, ESQ. BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP 900 THIRD AVENUE NEW YORK, NEW YORK 10022 ------------------------ (Name and Address of Agent For Service) (212) 895-2000 -------------- Telephone Number, Including Area Code, of Agent for Service CALCULATION OF REGISTRATION FEE ============================================================================================================ Proposed Proposed Maximum Proposed Maximum Title of Securities Maximum Amount Offering Price Per Aggregate Offering Amount of To Be Registered To Be Registered Share (1) Price Registration Fee - ------------------------------------------------------------------------------------------------------------- Common Stock, $.66 2/3 Par Value 5,500,000 $0.39 $2,145,000 $197.34
(1) The price is estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the "Act"), solely for the purpose of calculating the registration fee and is the product resulting from multiplying 5,500,000, the number of shares registered by this registration statement as to which options may be granted under the 2000 Management Stock Option Plan, by $0.39, the average of the high and low prices of Hanover Direct, Inc. Common Stock as reported on the American Stock Exchange on May 10, 2002. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS In accordance with the rules and regulations of the Securities and Exchange Commission, the documents containing the information called for in Part I of Form S-8 will be sent or given to individuals who are eligible to participate in our 2000 Management Stock Option Plan. Such information is not being filed with or included in this Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Hanover Direct, Inc. (the "Company") are incorporated herein by reference: (i) The Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2001. (ii) The description of the Company's Common Stock contained in the latest prospectus filed pursuant to Rule 424(b) under the Act that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed, which prospectus is dated July 19, 1996 (Registration No. 333-2743). (iii) The Company's Proxy Statement dated April 12, 2002. In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITITES Incorporated by reference to the description of the Common Stock of the Company contained in the 424(b) Prospectus described in Item 3(iii) above. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares being offered hereby and certain other legal matters in connection with the offering of such securities will be passed upon for the Company by Brown Raysman Millstein Felder & Steiner LLP, securities counsel to the Company. Sarah Hewitt, a partner in Brown Raysman Millstein Felder & Steiner LLP, the Company's counsel, is the Assistant Secretary of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Except as prohibited by Section 145 of the Delaware General Corporation Law, every director and officer of the Company shall be entitled as a matter of right to be indemnified by the Company against reasonable expenses and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Company or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the Company or by reason of the fact that such person is or was serving at the request of the Company as a director, officer, employee, fiduciary or other representative of the Company or another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as an "action"); provided, however, that no such right of indemnification shall exist with respect to an action brought by a director or officer against the Company other than in a suit for indemnification as provided hereunder. Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the Company prior to final disposition of such action, subject to such conditions as may be prescribed by law. As used herein, "expense" shall include, among other things, fees and expenses of counsel selected by such person, and "liability" shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS 4.1 2000 Management Stock Option Plan 5 Opinion of Brown Raysman Millstein Felder & Steiner LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Brown Raysman Millstein Felder & Steiner LLP (included in Exhibit 5) 24 Power of Attorney (included in signature page) 99.1 Representation Letter regarding Arthur Andersen LLP assurances ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (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 the registration statement (or the most recent post-effective amendment thereof) which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. (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 Securities Act of 1933 and is, therefore, unenforceable. In the event 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 in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person of the registrant 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. 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 Edgewater, New Jersey on the 13th day of May, 2002. HANOVER DIRECT, INC. By: /s/ Thomas C. Shull --------------------------------------- Name: Thomas C. Shull Title: Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Edward M. Lambert and Charles F. Messina, or either of them, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her 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 said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his or her substitute or substitutes, 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 indicated on the 13th day of May, 2002: SIGNATURE TITLE /s/ Thomas C. Shull Chairman of the Board, Director, - -------------------------------------- President and Chief Executive Officer Thomas C. Shull /s/ Edward M. Lambert Executive Vice President and - -------------------------------------- Chief Financial Officer Edward M. Lambert /s/ E. Pendleton James - -------------------------------------- Director E. Pendleton James - -------------------------------------- Director J. David Hakman /s/ Kenneth J. Krushel - -------------------------------------- Director Kenneth J. Krushel - -------------------------------------- Director Basil P. Regan INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 4.1 2000 Management Stock Option Plan 5 Opinion of Brown Raysman Millstein Felder & Steiner LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Brown Raysman Millstein Felder & Steiner LLP (included in Exhibit 5) 24 Power of Attorney (included in signature page) 99.1 Representation Letter regarding Arthur Andersen LLP assurances EX-4.1 3 y60535ex4-1.txt STOCK OPTION PLAN EXHIBIT 4.1 HANOVER DIRECT, INC. 2000 MANAGEMENT STOCK OPTION PLAN 1. PURPOSE. The purpose of this Hanover Direct, Inc. 2000 Management Stock Option Plan (the "Plan") is to advance the interests of Hanover Direct, Inc. (the "Company") and its shareholders by providing employees and officers of, and consultants to, the Company and its affiliates, through the grant of options to purchase shares of Common Stock (as hereinafter defined), with a larger personal and financial interest in the success of the Company. 2. ADMINISTRATION. The Plan shall be administered by a committee (the "Committee") consisting of at least two members of the Board of Directors of the Company (the "Board"). The Committee shall be constituted in such a manner as to satisfy the requirements of applicable law, the provisions of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor rule. The Committee shall be appointed, and vacancies shall be filled, by the Board. The Committee shall have full power and authority to (i) select the individuals to whom Options may be granted under the Plan; (ii) determine the number of shares of Common Stock covered by each Option and the terms and conditions, not inconsistent with the provisions of the Plan, governing such Option; (iii) interpret the Plan and any Option granted thereunder; (iv) establish such rules and regulations as it deems appropriate for the administration of the Plan; and (v) take such other action as it deems necessary or desirable for the administration of the Plan. Any action of the Committee with respect to the administration of the Plan shall be taken by majority vote. The Committee's interpretation and construction of any provision of the Plan or the terms of any Option shall be conclusive and binding on all parties. 3. PARTICIPANTS. Options may be granted under the Plan to any employee or officer of, or consultant to, the Company or of any affiliate of the Company. Nothing contained in the Plan, or in any Option granted pursuant to the Plan, shall confer upon any employee any right to the continuation of his or her employment, or limit in any way the Company's right to terminate his or her employment. 4. THE SHARES. The shares that may be delivered or purchased under the Plan shall not exceed an aggregate of 20,000,000 shares (subject to adjustment pursuant to Section 7) of common stock, par value $.66 2/3 per share, of the Company (the "Common Stock") (subject to adjustment pursuant to Section 7). Such shares of Common Stock may be set aside out of the authorized but unissued shares of Common Stock not reserved for any other purpose or out of previously issued shares acquired by the Company and held in its treasury. Any shares of Common Stock which, by reason of the termination or expiration of an Option or otherwise, are no longer subject to an Option may again be subjected to an Option under the Plan. 5. OPTIONS. Options to purchase Common Stock ("Options") shall be evidenced by option agreements which shall be subject to the terms and conditions set forth in the Plan and such other terms and conditions not inconsistent herewith as the Committee may approve. (a) TYPES OF OPTIONS. Options granted under the Plan shall, as determined by the Committee at the time of grant, be either Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") ("Incentive Stock Options") or Options not intended to so qualify ("Nonstatutory Stock Options"); provided, however, that Incentive Stock Options may be granted only to employees of the Company or a subsidiary (within the meaning of Section 424(f) of the Code) of the Company (a "Subsidiary"). Each option agreement shall identify the Option as an Incentive Stock Option or as a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate fair market value (determined on the date of grant) of Common Stock for which a participant is granted Incentive Stock Options that first become exercisable during any given calendar year exceeds $100,000, the Option shall be treated as a Nonqualified Stock Option. For this purpose, Incentive Stock Options shall be taken into account in the order in which they were granted. (b) PRICE. The price at which shares of Common Stock may be purchased upon the exercise of an Option granted under the Plan shall be the fair market value of such shares on the date of grant of such Option; provided, however, that an Incentive Stock Option granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent (within the meaning of Section 424(e) of the Code) or Subsidiary shall have a purchase price for the underlying shares equal to 110% of the fair market value of the Common Stock on the date of grant. Solely for purposes of this Section 5(b) and Section 5(a), the fair market value of a share of Common Stock shall be deemed to be the average of the closing prices of the Common Stock on the 10 trading days immediately preceding the date of grant and the 10 trading days immediately following such date. (c) PER-PARTICIPANT LIMIT. No participant may be granted Options during any consecutive 12-month period on more than 1,000,000 shares of Common Stock (subject to adjustment pursuant to Section 7). (d) NONTRANSFERABILITY. Options granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution, and, during a participant's lifetime, shall be exercisable only by the participant. Notwithstanding the foregoing, the Committee may, in the manner established by the Committee, allow a participant to transfer, without payment of consideration, any Nonstatutory Stock Option granted under the Plan to the participant's spouse, children, grandchildren, parents, and/or siblings, or to one or more trusts or partnerships for the benefit of such family members. Any Option so transferred shall continue to be subject to the same terms and conditions that applied to such Option immediately prior to its transfer (except that such transferred Option shall not be further transferable by the transferee during the transferee's lifetime). (e) TERM AND EXERCISABILITY OF OPTIONS. Options may be granted for terms of not more than 10 years and shall be exercisable in accordance with such terms and conditions as are set forth in the option agreement evidencing the grant of such Options. In no event shall an Incentive Stock Option granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent (within the meaning of Section 424(e) of the Code) or Subsidiary be exercisable after the expiration of five years from the date such Incentive Stock Option is granted. Except as otherwise provided in Section 5(f), no Option granted under the Plan shall be exercisable by a participant during the first year after the date of grant of such Option. (f) TERMINATION OF EMPLOYMENT. Except to the extent otherwise provided in the option agreement evidencing such Option, an Option may not be exercised after a participant ceases to be an employee, officer or consultant except as set forth in this Section 5(f). (i) DEATH, DISABILITY, OR RETIREMENT. If a participant ceases to be an employee, officer or consultant by reason of death, permanent disability (within the meaning of Section 22(e)(3) of the Code), or, in the case of an employee, retirement at or after age 65, the participant (or the participant's estate in the event of the participant's death) may, within one (1) year following such cessation, exercise the Option with respect to all or any part of the shares of Common Stock subject thereto regardless of whether the Option was otherwise exercisable at the time of such cessation. Except in the case of the participant's death or permanent disability, the exercise of an Incentive Stock Option more than three (3) months after a participant ceases to be an employee of the Company or a Subsidiary will cause such Option to be treated as a Nonstatutory Stock Option. (ii) OTHER REASONS. If a participant ceases to be an employee, officer or consultant for any reason other than death, permanent disability, or retirement at or after age 65, the participant may, within three (3) months following such cessation, exercise the Option with respect to all or any part of the shares of Common Stock subject thereto, but only to the extent that such Option was exercisable at the time of such cessation. In no event may an Option be exercised after the expiration of the term of such Option. (g) PAYMENT. Full payment of the purchase price for shares of Common Stock purchased upon the exercise, in whole or in part, of an Option granted under the Plan shall be made at the time of such exercise. The purchase price may be paid in cash or, if so provided in the option agreement evidencing the grant of such Option, in shares of Common Stock valued at their fair market value on the date of purchase. Alternatively, if the option agreement evidencing the grant of such Option so provides, the Option may be exercised in whole or in part by delivering a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price and applicable withholding taxes, and such other documents as the Committee may determine. 6. WITHHOLDING. No later than the date as of which an amount first becomes includible in the gross income of a participant for Federal income tax purposes with respect to any Option under the Plan, the participant shall pay to the Company, or make arrangement satisfactory to the Committee regarding the payment of, any Federal, state, or local taxes required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Option that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind due to the participant. 7. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, or other similar transaction or event affecting the Common Stock, the Committee is authorized, to the extent it deems appropriate, to make substitutions or adjustments in the aggregate number and kind of shares of Common Stock reserved for issuance under the Plan, in the number, kind and price of shares of Common Stock subject to outstanding awards, and in the award limits under the Plan (or to make provision for cash payment to the holders of an Option). Outstanding Options shall be appropriately amended as to price and other terms in a manner consistent with the aforementioned adjustment to the shares of Common Stock subject to the Plan. Fractional shares resulting from any adjustment in Options pursuant to this Section 7 may be settled in cash or otherwise as the Committee shall determine. Notice of any adjustment shall be given by the Company to each holder of an Option which shall have been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of this Plan. 8. EFFECTIVE DATE AND TERMINATION OF PLAN. The Plan shall become effective on the date of its adoption by the Board, subject to the ratification of the Plan by the affirmative vote or consent of holders of a majority of the issued and outstanding shares of Common Stock. The Plan shall terminate 10 years from the date of its adoption or such earlier date as the Board may determine. Any Option outstanding under the Plan at the time of its termination shall remain in effect in accordance with its terms and conditions and those of the Plan. 9. AMENDMENT. The Board may amend the Plan in any respect from time to time; provided, however, that no amendment shall become effective unless approved by affirmative vote of the Company's shareholders if such approval is necessary for the continued validity of the Plan or if the failure to obtain such approval would adversely affect the compliance of the Plan with Rule 16b-3 under the Exchange Act or any other rule or regulation. No amendment may, without the consent of a participant, impair such participant's rights under any Option previously granted under the Plan. The Board shall have the power, in the event of any disposition of substantially all of the assets of the Company, its dissolution, any merger or consolidation of the Company with or into any other corporation, or the merger or consolidation of any other corporation into the Company, to amend all outstanding Options to terminate such Options as of the effectiveness of such transaction. If the Board shall exercise such power, all Options then outstanding shall be deemed to terminate upon such effectiveness. The Board may, in its sole discretion, amend all outstanding Options to cause them to be immediately exercisable prior to the effectiveness of such termination. 10. LEGAL AND REGULATORY REQUIREMENTS. No Option shall be exercisable and no shares shall be delivered under the Plan except in compliance with all applicable Federal and state laws and regulations including, without limitation, compliance with withholding tax requirements and with the rules of all domestic stock exchanges on which the Common Stock may be listed. Any share certificate issued to evidence shares for which an Option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with Federal and state laws and regulations. No Option shall be exercisable and no shares shall be delivered under the Plan, until the Company has obtained consent or approval from regulatory bodies, Federal or state, having jurisdiction over such matters as the Committee may deem advisable. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Option by bequest or inheritance, the Committee may require reasonable evidence as to the ownership of the Option and may require consents and releases of taxing authorities that it may deem advisable. 11. GENERAL PROVISIONS. (a) Nothing contained in the Plan, or in any Option granted pursuant to the Plan, shall confer upon any employee any right to the continuation of the employee's employment. (b) Nothing contained in the Plan, or in any Option granted under the Plan, shall be construed to prevent the Company from taking any corporate action which is deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Option granted under the Plan. No participant, beneficiary, or other person shall have any claim against the Company as a result of any such action. (c) The Plan and all Options made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of New York. EX-5 4 y60535ex5.txt OPINION RE LEGALITY EXHIBIT 5 Brown Raysman Millstein Felder & Steiner LLP 900 Third Avenue New York, NY 10022 May 13, 2002 Hanover Direct, Inc. 1500 Harbor Boulevard Weehawken, New Jersey 07087 Ladies and Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on behalf of Hanover Direct, Inc., a Delaware corporation (the "Company"), relating to an aggregate of 5,500,000 shares of the Company's Common Stock, $.66 2/3 par value (the "Common Stock"), to be issued under the Company's 2000 Management Stock Option Plan (the "Plan"). As counsel to the Company, we have examined such corporate records and other documents and such questions of law as we have deemed necessary or appropriate for the purposes of this opinion and, upon the basis of such examinations, advise you that in our opinion all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Common Stock pursuant to the exercise of options granted pursuant to the Plan and the shares of Common Stock being registered pursuant to the Registration Statement, when issued and paid for in accordance with the terms of the option agreements and the Plan, will be duly authorized, validly issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act. Very truly yours, /s/ Brown Raysman Millstein Felder & Steiner LLP EX-23.1 5 y60535ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated March 16, 2002, included in The Hanover Direct, Inc. Form 10-K for the year ended December 30, 2001 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP New York May 13, 2002 EX-99.1 6 y60535ex99-1.txt REPRESENTATION LETTER EXHIBIT 99.1 [LETTERHEAD OF HANOVER DIRECT, INC.] May 13, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: HANOVER DIRECT, INC. Ladies and Gentlemen: Arthur Andersen LLP ("Andersen") has audited the balance sheets of Hanover Direct, Inc. (the "Company") as of December 29, 2001 and December 30, 2000, and the related consolidated statements of income (loss), shareholders' equity (deficit) and cash flows for each of the three fiscal years in the period ended December 29, 2001 (collectively, the "Financial Statements"). The Financial Statements are included in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2001, which was filed with the Commission on March 28, 2002. Pursuant to Temporary Note 3T to Article 3 of Regulation S-X, the Company has obtained a letter of representation from Andersen that the audit was subject to Andersen's quality control system for the U.S. accounting and auditing practice to provide reasonable assurance that the engagement was conducted in compliance with professional standards and that there was appropriate continuity of Andersen personnel working on audits and availability of national office consultation. Availability of personnel at foreign affiliates of Andersen is not relevant to the audit. Very truly yours, /s/ Edward M. Lambert Edward M. Lambert Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----