As filed with the Securities and Exchange Commission on September 26, 2003
Registration No. 333-______
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 number)
incorporation or organization)
5900 S. Eastern Ave., Suite 104
Commerce, CA 90040
(Address, including zip code, of principal executive offices)
_____________________
2000 Employee Stock Incentive Plan
(Full titles of the plan)
_____________________
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:
Paul A. Belvin, 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)
_____________________
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
| | Proposed | Proposed Maximum |
Title of | Amount | Maximum | Aggregate | Amount of
Securities | to be | Offering Price | Offering Price | Registration Fee
to be Registered | Registered | Per Share | |
| | | |
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share | 2,000,000 shares (1) | $6.495 (2) | $12,990,000 (2) | $1,050.89
---------------------------------------------------------------------------------------------------------------------------------
(1) Issuable upon stock awards to be granted or upon exercise of options
granted or to be granted under the 2000 Employee Stock Incentive Plan,
as amended (the "Plan"). Represents an increase in the number of shares
of common stock of Innovo Group Inc., a Delaware corporation (the
"Registrant"), available for issuance under such Plan from 1,000,000 to
3,000,000, such increase approved on May 22, 2003 by the Registrant's
stockholders. 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.
(2) Pursuant to Rule 457(c) and (h)(1), the proposed Maximum Offering Price
Per Share and the Proposed Maximum Aggregate Offering Price for options
that may be issued under the Plan to acquire up to 2,000,000 shares of
common stock are estimated solely for purposes of calculating the
registration fee and is based on the average of the high and low prices
of the Registrant's common stock of $6.495 per share as quoted on the
NASDAQ SmallCap Market for September 24, 2003.
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of
registering additional securities of the same class as other securities for
which Registration Statement No. 333-102580 on Form S-8, as filed with the
Securities and Exchange Commission ("SEC") on January 17, 2003, and as amended
by Amendment No. 1 to Form S-8, as filed with the SEC on April 30, 2003,
relating to the Plan, is effective (the "Original Registration Statement"). This
Registration Statement is registering an additional 2,000,000 shares of common
stock of the Registrant, increasing the maximum number of shares of common stock
available to be issued under the Plan from 1,000,000 shares to 3,000,000 shares.
This increase in the maximum number of shares available for issuance under the
Plan, together with an amendment increasing the maximum number of shares of
common stock that may be granted under the Plan to any individual during any
calendar year from 500,000 shares to 1,250,000 shares, was approved by the
Registrant's stockholders on May 22, 2003.
Pursuant to General Instruction E to Form S-8, the contents of the
Original Registration Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
5 Opinion of Akin Gump Strauss Hauer & Feld LLP
23.1 Consent of Akin Gump Strauss Hauer & Feld LLP. Included in Exhibit
5 hereto.
23.2 Consent of Ernst & Young, LLP with respect to its report dated
February 4, 2003.
99.1 2000 Employee Stock Incentive Plan, as amended
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 City of Commerce, State of California, on the 18th day of
September, 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
Registration Statement 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, September 18, 2003
--------------------------- Chief Operating Officer
Samuel J. Furrow, Jr. and Director; Principal
Executive Officer
/s/ Partricia Anderson-Lasko President and Director September 18, 2003
---------------------------
Patricia Anderson-Lasko
/s/ Marc B. Crossman Chief Financial Officer, September 18, 2003
--------------------------- Principal Financial Officer,
Marc B. Crossman Principal Accounting Officer
and Director
* Chairman of the Board September 18, 2003
--------------------------- and Director
Samuel J. Furrow
* Director September 18, 2003
---------------------------
Daniel Page
* Director ` September 18, 2003
---------------------------
Dr. John Looney
/s/ Suhail Rizvi Director September 18, 2003
---------------------------
Suhail Rizvi
/s/ Kent A. Savage Director September 15, 2003
---------------------------
Kent A. Savage
/s/ Vincent Sanfillipo Director September 18, 2003
---------------------------
Vincent Sanfillipo
*By: /s/ Samuel J. Furrow, Jr
---------------------------
Samuel J. Furrow, Jr.
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
5 Opinion of Akin Gump Strauss Hauer & Feld LLP
23.1 Consent of Akin Gump Strauss Hauer & Feld LLP. Included in Exhibit
5 hereto.
23.2 Consent of Ernst & Young, LLP with respect to its report dated
February 4, 2003.
99.1 2000 Employee Stock Incentive Plan, as amended