4//SEC Filing
FELDMAN STUART 4
Accession 0001237237-04-000004
CIK 0000320333other
Filed
Jul 12, 8:00 PM ET
Accepted
Jul 13, 1:09 PM ET
Size
14.1 KB
Accession
0001237237-04-000004
Insider Transaction Report
Form 4
FELDMAN STUART
Director10% Owner
Transactions
- Award
Common Stock Warrant
2003-11-18+50,000→ 50,000 totalExercise: $0.22From: 2003-11-30Exp: 2013-11-18→ Common Stock (50,000 underlying) - Other
Common Stock
2004-07-08+4,344,762→ 115,649,483 total(indirect: See Footnote) - Other
Common Stock Warrant
2004-07-08+102,172,096→ 102,472,096 total(indirect: See Footnote)Exercise: $0.01→ Common Stock (102,472,096 underlying)
Holdings
- 160,900
Common Stock
Footnotes (5)
- [F1]In connection with the closing of a junior secured term loan facility with the Issuer (the "Term Loan Facility"), Chelsey Direct, LLC ("Chelsey Direct") received a waiver fee equal to 1% of the accreted liquidation preference of the Issuer's Series C Participating Preferred Stock held by Chelsey Direct, payable in shares of the common stock of the Issuer (the "Common Stock"), calculated with reference to the fair market value thereof two business days prior to the closing date, or 4,344,762 additional shares of Common Stock, in consideration for the waiver by Chelsey Direct of its blockage rights over the issuance of senior securities. The number of shares reported on this Form 4 as beneficially owned by the Reporting Person do not give effect to the one-for-ten reverse stock split that is scheduled for stockholder approval at the Annual Meeting (as defined in footnote 3 below).
- [F2]The holdings reported on Table I are owned of record by Chelsey Direct, LLC (which is wholly-owned by the Chelsey Capital Profit Sharing Plan (the "Plan"), of which the Reporting Person is the Trustee ) and indirectly by William B. Wachtel as the Manager of Chelsey Direct. The estimated holdings reported on Table II are expected to be owned of record by Chelsey Finance, LLC ("Chelsey Finance"), which is wholly-owned by Chelsey Funding, LLC, which is in turn wholly-owned by the Plan. The Reporting Person is the principal beneficiary of the Plan. The Reporting Person is also the sole officer and director of DSJ International Resources Ltd., the sponsor of the Plan.
- [F3]In consideration for providing the Term Loan Facility to the Issuer, Chelsey Finance is expected to receive a warrant (the "Common Stock Purchase Warrant"), exercisable at $.01 per share for a period of ten years following date of issuance, to purchase shares of Common Stock in an amount equal to 30% of the fully diluted outstanding shares of Common Stock after giving effect to the issuance of the Common Stock Purchase Warrant. Based on the number of shares of Common Stock outstanding on the date hereof as reported by the Issuer to the Reporting Person, the Reporting Person estimates that 30% of the fully diluted outstanding shares would be approximately 102,472,096 shares of Common Stock.
- [F4]Because the issuance of the Common Stock Purchase Warrant requires stockholder approval of such issuance and of certain amendments to the Issuer's Certificate of Incorporation, Chelsey Finance received on the Closing Date a warrant (the "Series D Preferred Stock Purchase Warrant") to purchase, at any time after September 30, 2004, 100 shares of a newly-issued series of nonvoting preferred stock of the Issuer, called Series D Participating Preferred Stock.
- [F5]The Series D Preferred Stock Purchase Warrant will be automatically exchanged for the Common Stock Purchase Warrant upon the receipt of stockholder approval of the issuance thereof anticipated at the Issuer's 2004 Annual Meeting of Stockholders scheduled for August 12, 2004 (the "Annual Meeting"). Chelsey Direct owns a majority of the aggregate voting power of the Issuer's capital stock. Accordingly, Chelsey Direct will be able to control the outcome of all matters upon which it votes at the Annual Meeting, including the issuance of the Common Stock Purchase Warrant.
Documents
Issuer
HANOVER DIRECT INC
CIK 0000320333
Entity typeother
Related Parties
1- filerCIK 0001237237
Filing Metadata
- Form type
- 4
- Filed
- Jul 12, 8:00 PM ET
- Accepted
- Jul 13, 1:09 PM ET
- Size
- 14.1 KB