-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ogJHRMNYp3aTyAibnz2yA7rjrKHyl3UIENLGucKWGKo5rKCuxyTXLHGceEgLmWXU Gso8koxQ8g4HTqIVGQYOxw== 0000897446-95-000031.txt : 19950620 0000897446-95-000031.hdr.sgml : 19950620 ACCESSION NUMBER: 0000897446-95-000031 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950619 EFFECTIVENESS DATE: 19950708 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS PAUL STORES INC CENTRAL INDEX KEY: 0000045791 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 350907402 STATE OF INCORPORATION: IN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60359 FILM NUMBER: 95547898 BUSINESS ADDRESS: STREET 1: 6003 GUION RD CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 3172933900 MAIL ADDRESS: STREET 1: 6003 GUION ROAD CITY: INDIANAPOLIS STATE: IN ZIP: 46254 S-8 1 As filed with the Securities and Exchange Commission on June 13, 1995 Registration No. ______________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ PAUL HARRIS STORES, INC. (Exact name of registrant as specified in its charter) Indiana 35-0907402 (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) 6003 Guion Road, Indianapolis,Indiana 46254 (Address of Principal Executive Offices) (Zip Code) PAUL HARRIS STORES, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN and OPTION AGREEMENT DATED AS OF APRIL 29, 1994 BETWEEN PAUL HARRIS STORES, INC. and CHARLOTTE G. FISCHER (Full title of the plans) Ms. Charlotte G. Fischer Paul Harris Stores, Inc. 6003 Guion Road, Indianapolis, Indiana 46254 (Name and address of agent for service) (317) 293-3900 (Telephone number, including area code, of agent for service) Copy to: Klaus Eppler, Esq. Proskauer Rose Goetz & Mendelsohn LLP 1585 Broadway New York, New York 10036 (212) 969-3000 CALCULATION OF REGISTRATION FEE ______________________________________________________________________ Title of Amount Proposed Proposed maximum Amount of securities to to be maximum price aggregate registration registered registered offering offering price fee Common Stock, (1) price per share (2) no par value 650,000 $3.84 $2,496,000 $860.69 (1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this Registration Statement also registers such additional shares of Common Stock as may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar transactions. (2) Estimated solely for purposes of calculating the registration fee and computed in accordance with Rule 457 under the Securities Act using, with respect to the shares offered under the 1992 Non-Qualified Stock Option Plan, the average of the high and low sale prices of the Common Stock as reported by NASDAQ on June 9, 1995. ______________________________________________________________________ PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS The Section 10(a) prospectuses for the Paul Harris Stores, Inc. 1992 Non-Qualified Stock Option Plan and the Option Agreement dated as of April 29, 1994 between the Registrant and Charlotte G. Fischer are not being filed with the Securities and Exchange Commission as part of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed below are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1995; (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 1995; and (c) The description of the Registrant's common stock, without par value (the "Common Stock"), contained in the Company's Registration Statement on Form 8-A dated September 17, 1992. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock offered hereby then remaining unsold, are deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Article IX of the Company's Amended and Restated Articles of Incorporation requires the Company to indemnify every person (and the estate, heirs, personal representatives of such person) against all liabilities and expenses, including, without limitation, fees and disbursements of counsel and judgments, fines or penalties incurred by or awarded against, and amounts paid in settlement by or on behalf of such person, in connection with or resulting from any pending, threatened or completed claim, action, suit or proceeding, and all appeals thereof (each, a "Claim"), in which such person may become involved by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust employee benefit plan or other entity; provided, however, that if any such person is not wholly successful in defending any such claim, he or she shall be indemnified only if it is determined by a court of competent jurisdiction or by the Board of Directors, upon advice of legal counsel, that such person acted in good faith in what he or she reasonably believed to be in the best interest of the Company, or at least not opposed to the Company's interests, and, in addition, with respect to any criminal claim, that such person had no reasonable cause to believe that his or her conduct was unlawful. Such indemnification is in addition to any rights to which any subject person may otherwise be entitled. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Exhibit Number Description 4.1 Amended and Restated Articles of Incorporation of the Registrant. (Incorporated herein by reference to Exhibit B to the Registrant's Registration Statement on Form 8-A dated September 17, 1992.) 4.2 Amended and Restated Code of By-laws of the Registrant. (Incorporated herein by reference to Exhibit C to the Registrant's Registration Statement on Form 8-A dated September 17, 1992.) 4.3 Amendment to the Amended and Restated Articles of Incorporation of the Registrant dated July 6, 1993. 5. Opinion of Proskauer Rose Goetz & Mendelsohn LLP regarding the legality of the securities being registered. 24.1 Consent of Price Waterhouse LLP. 24.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in its opinion filed as Exhibit 5). 25 Powers of Attorney (included on the Signature Page on page 5 of the Registration Statement). ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: A. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: 1. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; 2. 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 in the aggregate, represent a fundamental change in the information set forth in the registration statement; 3. 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 registration statement is on Form S-3 or Form S-8, 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. B. 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 the time shall be deemed to be the initial bona fide offering thereof. C. 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. 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 incorpo- rated 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. 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 person 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 an 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. SIGNATURES Pursuant to the requirements of the Securities Act, 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 Indianapolis, State of Indiana, on June 12, 1995. PAUL HARRIS STORES, INC. By/S/ CHARLOTTE G. FISCHER Charlotte G. Fischer Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective capacities and on the respective dates indicated opposite their names. Each person whose signature appears below hereby authorizes Charlotte G. Fischer, with full power of substitution, to execute in the name and on behalf of such person any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the registrant deems appropriate, and appoints Charlotte G. Fischer with full power of substitution, attorney-in-fact to sign any amendment and any post- effective amendment to this Registration Statement and to file same, with exhibits thereto, and other documents in connection therewith. Signatures Capacity Date /S/ CHARLOTTE G. FISCHER Chairman of the Board, June 12, 1995 Charlotte G. Fischer President and Chief Execu- tive Officer and Director (Principal Executive Officer) /S/ JOHN H. BOYERS Senior Vice President June 12, 1995 John H. Boyers Finance and Treasurer (Principal Financial Officer) Signatures Capacity Date /S/ KEITH L. HIMMEL, JR. Controller and Secretary June 12, 1995 Keith L. Himmel, Jr. (Principal Accounting Officer) /S/ GERALD PAUL Chairman of the Board June 12, 1995 Gerald Paul Emeritus and Director /S/ ROGER D. BLACKWELL Director June 12, 1995 Roger D. Blackwell /S/ RUDY GREER Director June 12, 1995 Rudy Greer /S/ STIG A. KRY Director June 12, 1995 Stig A. Kry /S/ ROBERT I. LOGAN Director June 12, 1995 Robert I. Logan Signatures Capacity Date /S/ SALLY M. TASSANI Director June 12, 1995 Sally M. Tassani EXHIBIT 5 June 13, 1995 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Paul Harris Stores, Inc., an Indiana corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933 (the "Act"), registering the offer and sale of up to 350,000 shares (the "Option Shares") of the Company's common stock, without par value (the "Common Stock"), pursuant to the Option Agreement dated as of April 29, 1994 between the Company and Charlotte G. Fischer (the "Option Agreement") and 300,000 shares (the "Plan Shares") of Common Stock pursuant to the Company's 1992 Non-Qualified Stock Option Plan, as amended (the "Plan"). In so acting, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Based on the foregoing, we are of the opinion that the Option Shares and the Plan Shares have been duly authorized and, when issued in accordance with the Option Agreement and the Plan, respectively, will be validly issued, fully paid and non-assessable. Our opinion expressed above is limited to the federal law of the United States and the Business Corporate Law of the State of Indiana. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Very truly yours, PROSKAUER ROSE GOETZ & MENDELSOHN LLP By:__________________________________ Robert A. Cantone, Esq., a member of the firm Computer Horizons Corp. June 5, 1995 Page 10 EXHIBIT 24.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 1995, except as to Note 7, which is as of April 25, 1995, which appears on page 19 of Paul Harris Stores, Inc.'s Annual Report on Form 10-K for the fiscal year ended January 28, 1995. PRICE WATERHOUSE LLP Indianapolis, Indiana June 7, 1995 -----END PRIVACY-ENHANCED MESSAGE-----