As filed with the Securities and Exchange Commission on April 30, 2003,
Registration No. 333-102580
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO 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
incorporation or organization) identification number)
5900 S. Eastern Ave., Suite 104
Commerce, CA 90040
(Address, including zip code, of principal executive offices)
2000 Employee Stock Incentive Plan
and
2000 Director Stock Incentive Plan
(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, address and telephone number, including area code, of
agent for service)
With copies to:
Bruce S. Mendelsohn, Esq.
Akin Gump Strauss Hauer & Feld LLP
1333 New Hampshire Ave., NW
Washington, DC 20036
(202) 887-4000
Fax: (202) 887-4288
(Telephone number, including area code, of agent for service)
DEREGISTRATION OF SECURITIES
On January 17, 2003, Innovo Group Inc., a Delaware
corporation (the "Registrant"), filed a registration statement on
Form S-8 (Reg. No. 333-102580) for the purpose of registering
1,500,000 shares of common stock, par value $0.10 per share, of
the Registrant to be offered or sold pursuant to 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"). The Employee
Plan and the Director Plan are collectively referred to herein as
the "Plans". The registration statement on Form S-8 also
inadvertently sought to register 650,000 shares of common stock
issuable upon exercise of non-qualified employee stock options
issued outside of the Plans to Samuel J. Furrow, Jr. and Patricia
Anderson-Lasko, executives of the Registrant (the "Executive
Option Shares"). The Registrant has issued options to acquire
650,000 shares of its common stock to its executives Furrow and
Anderson-Lasko, but such options are for shares of common stock
issued pursuant to the Employee Plan.
The Registrant is filing this post-effective amendment to
deregister the 650,000 Executive Option Shares and to amend and
correct Item 1 of the Form S-8 with respect to the number of
shares registered under the Plans and to delete any reference to
the Executive Option Shares, which are being deregistered. For
convenience of the reader, this post-effective amendment amends
and restates in its entirety Item 1 of the Form S-8. This
amendment does not amend any other information previously filed
in the Form S-8.
Item 1. Plan Information.
The Registration Statement relates to the registration of
1,500,000 shares of common stock, par value $0.10 per share, of
the Registrant to be offered or sold pursuant to the Plans.
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 as specified by Rule
428(b)(1) of Regulation C under the Securities 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.
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 post-effective amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Commerce, State of California, on the 30th day of April, 2003.
INNOVO GROUP INC.
By: /s/ Samuel J. Furrow, Jr.
--------------------------
Samuel J. Furrow, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this post-effective amendment has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
/s/ Samuel J. Furrow, Jr. Chief Executive Officer, April 30, 2003
------------------------- Chief Operating Officer and
Samuel J. Furrow, Jr. Director; Principal Executive
Officer
* President and Director April 30, 2003
-----------------------
Patricia Anderson-Lasko
/s/ Marc B. Crossman Chief Financial Officer April 30, 2003
-------------------- and Director
Marc B. Crossman
* Chairman of the Board April 30, 2003
-------------------- and Director
Samuel J. Furrow
* Director April 30, 2003
--------------------
Daniel Page
* Director April 30, 2003
--------------------
Dr. John Looney
/s/ Suhail Rizvi Director April 30, 2003
--------------------
Suhail Rizvi
*By: /s/ Samuel J. Furrow, Jr.
-------------------------
Samuel J. Furrow, Jr.
Attorney-in-Fact