As filed with the Securities and Exchange Commission on November 20, 2020

 

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

DESTINATION XL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

04-2623104

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

555 Turnpike Street

Canton, MA

02021

(Address of principal executive offices)

(Zip Code)

DESTINATION XL GROUP, INC.

FIFTH AMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

(Full title of the plan)

 

Robert S. Molloy

Chief Administrative Officer, General Counsel and Secretary

Destination XL Group, Inc.

555 Turnpike Street

Canton, Massachusetts 02021

(Name and address of agent for service)

 

(781) 828−9300

(Telephone number, including area code, of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

  

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

CALCULATION OF REGISTRATION FEE

 

Title of securities

to be registered

Amount to be

registered (1)

Proposed maximum offering price per share (2)

Proposed maximum

aggregate offering price

Amount of registration fee

 


 

Common Stock, $0.01 par value per share

1,000,000 shares

$0.315

$315,000

$34.37

 

(1)  This Registration Statement covers 1,000,000 shares of Common Stock which may be issued from time to time pursuant to the Destination XL Group, Inc. Fifth Amended and Restated Non-Employee Director Compensation Plan (the “Director Plan”).  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional shares of Common Stock that become issuable under the Director Plan by reason of any stock dividend, stock split, recapitalization, or any other similar transaction without receipt of consideration that results in an increase in the number of outstanding shares of Common Stock.

 

(2)  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h) of the Securities Act.  The price per share and aggregate offering price are calculated on the basis of the average of the high and low prices of the Common Stock on the Nasdaq Capital Market on November 13, 2020.


 


 

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

 

This registration statement (“Registration Statement”) is being filed for the purpose of registering an additional 1,000,000 shares of the Registrant’s common stock reserved for issuance under the Director Plan. These additional shares are additional securities of the same class as other securities for which an original registration statement (File No. 333-170764) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2010.

 

Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated by reference into this Registration Statement, the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Commission.  The following documents, which are on file with the Commission, are incorporated by reference in this Registration Statement:

 

 

(a)

The Registrant’s Annual Report on Form 10−K for the fiscal year ended February 1, 2020, as amended (the “Annual Report”);

 

 

(b)

All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above; and

 

 

(c)

The description of the Registrant’s common stock contained in Exhibit 4.1 to the Registrant’s Annual Report.

 

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post−effective amendment which indicates that all securities offered hereby 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 part hereof from the date of the filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be 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 8. Exhibits.

 

 

 

 

 


 


 

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 the Town of Canton, Commonwealth of Massachusetts, on November 20, 2020.

 

 

 

DESTINATION XL GROUP, INC.

 

 

 

 

 

 

 

By:

 

/s/   Robert S. Molloy

 

 

 

 

Robert S. Molloy

Chief Administrative Officer, General Counsel and Secretary

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harvey S. Kanter and Robert S. Molloy as such person’s true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for such person in such person’s 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, granting unto said attorneys-in-fact and agents, 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 connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, 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 and on the dates indicated.

 

Signatures

  

Title

 

Date

 

/s/   HARVEY S. KANTER

 

Harvey S. Kanter

  

 

President and Chief Executive Officer (Principal Executive Officer) and Director

 

 

November 20, 2020

 

/s/   PETER H. STRATTON, JR.

 

Peter H. Stratton, Jr.

  

 

Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

 

 

November 20, 2020

 

/s/   JOHN F. COONEY

 

John F. Cooney

 

 

Vice President, Managing Director, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)

 

 

November 20, 2020

 

s/   LIONEL F. CONACHER

 

Lionel F. Conacher

  

 

Chairman of the Board of Directors

 

 

November 20, 2020

 

/s/   JACK BOYLE

 

Jack Boyle

  

 

Director

 

 

November 20, 2020

 

/s/   WILLEM MESDAG

 

Willem Mesdag

  

 

Director

 

 

November 20, 2020

 

/s/    MITCHELL S. PRESSER

 

Mitchell S. Presser

  

 

Director

 

 

November 20, 2020

 

/s/  IVY ROSS 

 

Ivy Ross

  

 

Director

 

 

November 20, 2020

 

 

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