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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
THE NEIMAN MARCUS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4119509
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
27 Boylston Street, Chestnut Hill, MA 02467
(Address of Principal Executive Offices)
THE NEIMAN MARCUS GROUP, INC. 1997 INCENTIVE PLAN
(Full Title of the Plan)
ERIC P. GELLER, ESQ.
Senior Vice President and General Counsel
27 Boylston Street
Chestnut Hill, MA 02467
(Name and Address of Agent for Service)
617-232-8200
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
======================================================================================================
Proposed
Title of Proposed Maximum
Securities Amount Maximum Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (2) Fee (3)
Class A 2,400,000 shares $ 31.21 $ 74,904,000 $ 18,726
Common Stock
======================================================================================================
1. This estimate is made solely for the purpose of determining the
registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended, (the "Securities Act") based upon $31.21,
the average of the high and low prices of the Class A Common Stock of the
Registrant on April 10, 2001, as reported on the New York Stock Exchange.
2. Estimate solely for the purpose of calculating the registration fee.
3. The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8,
previously filed with the Securities and Exchange Commission (File No.
333-35829) are hereby incorporated by reference. This Registration Statement
registers additional securities of the same class as the securities registered
by such prior registration statement, and the securities registered hereby will
be issued pursuant to the Incentive Plan referred to in such prior registration
statement.
ITEM 8. EXHIBITS
See Exhibit Index immediately following the signature page.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Newton, Commonwealth of Massachusetts, on April 13,
2001.
THE NEIMAN MARCUS GROUP, INC.
By: /s/ Robert A. Smith
-----------------------------------------
Robert A. Smith
Co-Chief Executive Officer
By: /s/ Brian J. Knez
------------------------------------------
Brian J. Knez
Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURES
Name Title Date
---- ----- ----
PRINCIPAL EXECUTIVE OFFICERS:
/s/ Robert A. Smith Co-Chief Executive Officer April 13, 2001
--------------------------------------
Robert A. Smith
/s/ Brian J. Knez Co-Chief Executive Officer April 13, 2001
--------------------------------------
Brian J. Knez
PRINCIPAL FINANCIAL OFFICER:
/s/ John R. Cook Senior Vice President and April 13, 2001
-------------------------------------- Chief Financial Officer
John R. Cook
PRINCIPAL ACCOUNTING OFFICER:
/s/ Catherine N. Janowski Vice President and Controller April 13, 2001
--------------------------------------
Catherine N. Janowski
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DIRECTORS:
/s/ John R. Cook April 13, 2001
--------------------------------------
John R. Cook
/s/ Matina S. Horner April 13, 2001
--------------------------------------
Matina S. Horner
/s/ Brian J. Knez April 13, 2001
--------------------------------------
Brian J. Knez
/s/ Vincent M. O'Reilly April 13, 2001
--------------------------------------
Vincent M. O'Reilly
/s/ Walter J. Salmon April 13, 2001
--------------------------------------
Walter J. Salmon
/s/ Richard A. Smith April 13, 2001
--------------------------------------
Richard A. Smith
/s/ Robert A. Smith April 13, 2001
--------------------------------------
Robert A. Smith
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EXHIBIT INDEX
Exhibit No. Description
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4(a) Restated Certificate of Incorporation of the Company,
incorporated herein by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended July 31, 1999.
4(b) Certificates of Designation with respect to Series A Junior
Participating Preferred Stock, Series B Junior Participating
Preferred Stock and Series C Junior Participating Preferred
Stock, incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 1999.
4(c) By-Laws of the Company, incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1999.
5 Opinion of Eric P. Geller, Esq., Senior Vice President and
General Counsel of The Neiman Marcus Group, Inc.
23.1 Consent of Deloitte and Touche LLP.
23.2 Consent of Eric P. Geller, Esq. (Contained in Exhibit 5)
99 The Neiman Marcus Group, Inc. 1997 Incentive Plan, as amended,
incorporated herein by reference to the Registrant's Quarterly
Report on Form 10Q for the quarter ended January 29, 2000.