SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INNOVO GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2928178
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5900 S. Eastern Ave., Suite 104
Commerce, CA 90040
(Address of Principal Executive Offices)(Zip Code)
2000 Employee Stock Incentive Plan;
2000 Director Stock Incentive Plan;
Furrow Non-Qualified Stock Options; and
Anderson Non-Qualified Stock Options
(Full titles of the plans)
Samuel J. Furrow, Jr.
Chief Executive Officer
Innovo Group Inc.
5900 S. Eastern Ave., Suite 104
Commerce, CA 90040
(Name and address of agent for service)
With copies to:
Gilbert H. Davis, Esq.
Sims Moss Kline & Davis LLP
Three Ravina Drive, Suite 1700
Atlanta, Georgia 30346
(770) 481-7200
(323) 725-5516
(Telephone number, including area code, of agent for service)
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
To Be Amount To Be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock 76,923 (1) $0.39 $ 30,000 $ 2.76
$0.10 per 345,641 (1) $1.00 $ 345,641 $ 31.80
share 450,000 (2) $1.25 $ 562,500 $ 51.75
200,000 (2) $2.40 $ 480,000 $ 44.16
1,077,436 (1)(3) $3.43 $3,695,605 $340.00
CALCULATION OF REGISTRATION FEE
(1) Represents the number of shares of Common Stock available for issuance
pursuant to current grants under both the Innovo Group Inc. 2000 Employee
Stock Incentive Plan, as amended (the "Employee Plan") and the Innovo Group
Inc. 2000 Director Stock Incentive Plan, as amended (the "Director Plan"
and collectively, the "Plans"). The aggregate numbers of shares available
for issuance under the Employee Plan and Director Plan are 1,000,000 and
500,000, respectively, subject to any adjustments as provided for therein.
(2) Represents shares of common stock issuable upon the exercise of non-
qualified employee stock options issued outside of the Plans to both Samuel
J. Furrow, Jr., Chief Executive Officer, for an aggregate of 250,000 shares
(the "Furrow Non-Qualified Stock Options" and Patricia Anderson-Lasko,
President, for an aggregate of 400,000 shares (the "Anderson Non-Qualified
Stock Options").
(3) Pursuant to Rule 457(c) and (h), the proposed Maximum Offering Price
per share and the proposed Maximum Aggregate Offering Price for 1,077,436
of the shares are estimated solely for purposes of calculating the
registration fee and is based upon the average high and low prices for the
Registrant's common stock of $3.43 per share on the NASDAQ National Market
for January 15, 2003.
Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, this Registration Statement shall cover such
additional securities as may be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information.
The Registration Statement relates to the registration of 2,150,000
shares of common stock, par value $0.10 per share, of the Registrant to be
offered or sold pursuant to the Plans and the Furrow Non-Qualified Stock
Options and the Anderson Non-Qualified Stock Options. The documents
containing information specified in the instructions to part I of Form S-8
will be sent or given to the employees participating in the Plans and
non-qualified stock options as specified by Rule 428(b)(1) of Regulation C
under the Securuties Act of 1933, as amended (the "Securities Act"). Those
documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.
Item 2. Registration Information and Annual Information.
The Registrant shall provide a written statement to participants in the
Plans and non-qualified stock options advising them of the availability,
without charge, upon written or oral request,of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement, the
documents which are incorporated by reference into the Section 10(a)
Prospectus, and the documents required to be delivered to them pursuant to
Rule 428(b) of Regulation C under the Securities Act. The address, title
of the individual or department, and telephone number to which the request
is to be directed shall be provided to participants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed or to be filed by Innovo
Group Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") (Commission File Number 0-18926) are incorporated by
reference herein:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 1, 2001;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
August 31,2002;
(c) The Company's Current Report on Form 8-K dated July 26, 2002;
(d) The Company's Quarterly Report on Form 10-Q for the quarter (as amended
by Form 10-Q/A) ended June 1, 2002;
(e) The Company's Quarterly Report on Form 10-Q for the quarter ended March
2, 2002; and
(f) The description of the Company's Common Stock which is contained in the
Company's registration statement filed under Section 12 of the Exchange
Act, including any amendments and reports filed for the purpose of
updating such description.
All other documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the respective dates 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 Directors and Officers
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify any of its directors and officers against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding (i) if any such person acted in good
faith and in a manner reasonably believed to be in or not opposed to be the
best interests of the corporation, and (ii) in connection with any criminal
action or proceeding if such person had no reasonable cause to believe such
conduct was unlawful. In actions brought by or in the right of the
corporation, however, Section 145 provides that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of such person's duty to the corporation unless, and only to
the extent that, the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in review of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. Article Nine of the Company's Amended and
Restated Certificate of Incorporation requires that the Company indemnify
its directors and officers for certain liabilities incurred in the
performance of their duties on behalf of the Company to the fullest extent
allowed by Delaware law.
The Company's Amended and Restated Certificate of Incorporation
relieves its directors from personal liability to the Company or to
stockholders for breach of any such director's fiduciary duty as a
director to the fullest extent permitted by the Delaware General
Corporation Law. Under Section 102(b)(7) of the Delaware General
Corporation Law, a corporation may relieve its directors from personal
liability to such corporation or its stockholders for monetary damages
fore any breach of their fiduciary duty as directors except (i) for a
breach of the duty of loyalty, (ii) for failure to act in good faith,
(iii) for intentional misconduct or knowing violation of law, (iv) for
willful or negligent violations of certain provisions of the Delaware
General Corporation Law imposing certain requirements with respect to
stock repurchases, redemptions and dividends, or (v) for any transaction
from which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling
persons of the Company pursuant to the foregoing provisions, the Company
has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index.
Item 9. Undertakings
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 in the aggregate,
represents 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 (1)(i) and (1) (ii) 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 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.
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions 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 a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or 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 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 of 1933, the
Company 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 Commerce,
State of California, on the 9th day of January, 2003.
INNOVO GROUP INC.
By: /s/ Samuel J. Furrow, Jr.
-------------------------
Samuel J. Furrow, Sr.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Samuel J. Furrow, Jr. and
Patricia Anderson-Lasko and each of them, his or her 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 other documents
in connection therewith, with the Securities and Exchange Commission
and any other regulatory authority, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and
every act and thing required and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, 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 below as of January 9, 2003,
by the following persons in the capacities and on the dates
indicated.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
/s/ Samuel J. Furrow, Jr. CEO, Acting CFO, January 9, 2003
------------------------- Chief Operating Officer &
Samuel J. Furrow, Jr. Director; Principal Executive
Financial & Accounting Officer
/s/ Patricia Anderson-Lasko President and Director January 9, 2003
---------------------------
Patricia Anderson-Lasko
/s/ Samuel J. Furrow Chairman of the Board, January 9, 2003
-------------------- Director
Samuel J. Furrow
/s/ Marc B. Crossman Director January 9, 2003
--------------------
Marc B. Crossman
/s/ Daniel Page Director January 9, 2003
---------------
Daniel Page
/s/ Dr. John Looney Director January 9, 2003
-------------------
Dr. John Looney
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration
Statement:
Exhibit 4.1 2000 Employee Stock Incentive Plan*
Exhibit 4.2 2000 Director Stock Incentive Plan**
Exhibit 5 Opinion of Sims Moss Kline & Davis LLP
Exhibit 23.1 Consent of Ernst & Young LLP
Exhibit 23.2 Consent of BDO Seidman, LLP
Exhibit 23.3 Consent of Sims Moss Kline & Davis LLP (included in
Exhibit 5)
Exhibit 24 Power of Attorney (included on signature page)
Exhibit 10.85 Non-Qualified Stock Option between Samuel J. Furrow
and Innovo Group Inc., dated June 5, 2001.
Exhibit 10.86 Non-Qualified Stock Option between Patricia Anderson-
Lasko and Innovo Group Inc., dated June 5, 2001.
Exhibit 10.87 Non-Qualified Stock Option between Samuel J. Furrow
and Innovo Group Inc., dated December 11, 2002
Exhibit 10.88 Non-Qualified Stock Option between Patricia Anderson-
Lasko and Innovo Group Inc., dated December 11, 2002
* Incorporated by reference from Attachment D to the Company's
Definitive Proxy Statement filed on Schedule 14A filed with the
Commission on September 19, 2000 [SEC File No. 000-18926].
** Incorporated by reference from Attachment E to the Company's
Definitive Proxy Statement filed on Schedule 14A filed with the
Commission on September 19, 2000 [SEC File No. 000-18926].