<PAGE>
<PAGE>
                                                            REGISTRATION NO. 33-
________________________________________________________________________________
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                              HANOVER DIRECT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                            ------------------------
 
<TABLE>
<S>                                                       <C>
                        DELAWARE                                                 13-0853260
            (STATE OR OTHER JURISDICTION OF                                   (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)                                 IDENTIFICATION NO.)
</TABLE>
 
                             1500 HARBOR BOULEVARD
                          WEEHAWKEN, NEW JERSEY 07087
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
                            ------------------------
 
                               THE HANOVER DIRECT
                          SAVINGS AND RETIREMENT PLAN
                            (FULL TITLE OF THE PLAN)
 
                            ------------------------
 
                               EDWARD J. O'BRIEN
                 SENIOR VICE PRESIDENT, TREASURER AND SECRETARY
                              HANOVER DIRECT, INC.
                             1500 HARBOR BOULEVARD
                          WEEHAWKEN, NEW JERSEY 07087
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (201) 863-7300
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                            ------------------------
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
 
<S>                                       <C>               <C>                 <C>                 <C>
                                                                                PROPOSED MAXIMUM
                                                            PROPOSED MAXIMUM       AGGREGATE         AMOUNT OF
                                           AMOUNT TO BE      OFFERING PRICE         OFFERING        REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)       PER SHARE(2)          PRICE(2)            FEE
 
Common Stock, par value
  $.66 2/3 per share...................   150,000 shares         $1.375             $206,250           $72.00
</TABLE>
 
(1) This  Registration  Statement  also  covers  such  indeterminable  number of
    additional shares of Common Stock as  may become deliverable as a result  of
    stock splits, stock dividends or similar transactions in accordance with the
    provisions of the Plan.
 
(2) Determined  pursuant to Rule 457(h) under  the Securities Act of 1933 solely
    for purposes of calculating the registration fee and based upon the  average
    of  the high and low prices of the  Common Stock on May 13, 1996 as reported
    in the consolidated reporting system.
 
                            ---------------------------
 
     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers  an indeterminate amount  of interests to  be
offered or sold pursuant to the employee benefit plan described herein.
 
________________________________________________________________________________

<PAGE>
<PAGE>
                                    PART II
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     The  following documents,  descriptions, amendments and  reports filed with
the Securities and  Exchange Commission  (the 'Commission')  by Hanover  Direct,
Inc.  (the  'Company')  are  incorporated by  reference  into  this Registration
Statement:
 
          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 30, 1995;
 
          (b) The Company's Savings & Retirement Plan (the 'Plan') Annual Report
     on Form 11- K for the fiscal years ended December 31, 1992, 1993 and  1994,
     filed pursuant to Section 15(d) of the Exchange Act; and
 
          (c)  All other reports filed by  the Company pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended (the  'Exchange
     Act'), since December 30, 1995.
 
     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  that indicates that all securities  offered pursuant hereto have been
sold or that deregisters all securities  then remaining unsold, shall be  deemed
to  be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     The authorized capital stock of the Company consists of 150,000,000  shares
of  Common Stock, par value $.66 2/3  per share (the 'Common Stock'), 12,270,503
shares of Class B Common  Stock, par value $.01 per  share (the 'Class B  Common
Stock'),  40,000 shares of Class B 8% Cumulative Preferred Stock, par value $.01
and stated value $1,000 per share  (the 'Class B Preferred'), 861,900 shares  of
7.5% Cumulative Convertible Preferred Stock, par value $.01 and stated value $20
per  share (the  '7.5% Preferred'),  234,900 shares  of 6%  Series A Convertible
Additional Preferred Stock, par value $.01  and stated value $10 per share  (the
'Series  A Preferred Stock'), 634,900 shares  of Series B Convertible Additional
Preferred Stock, par value $.01  and stated value $10  per share (the 'Series  B
Preferred Stock'), and 5,000,000 shares of Additional Preferred Stock, par value
$.01  per share  (the 'Additional  Preferred'). As of  May 10,  1996, there were
93,590,646 shares of Common Stock, 78,300 shares of Series A Preferred Stock and
634,900 shares of Series B Preferred Stock outstanding.
 
COMMON STOCK
 
     General. There are no redemption  or sinking fund provisions applicable  to
the  shares of Common Stock  and such shares are  not entitled to any preemptive
rights.
 
     Voting. Each holder of Common Stock is entitled to one vote for each  share
registered  in the holder's name on the books  of the Company. Since none of the
shares of Common Stock have cumulative  voting rights, the holders of more  than
50%  of the shares can elect  all the Directors of the  Company in each class of
Directors, if they so choose, and, in  that event, the holders of the  remaining
shares will not be able to elect any of the Directors.
 
     Dividends.  Subject to the prior  rights of holders of  any then issued and
outstanding preferred stock, the holders of Common Stock are entitled to receive
such dividends as may be declared from time to time by the Board of Directors of
the Company from the assets of the Company which are legally available therefor.
The Company is restricted from paying  dividends on its Common Stock by  certain
debt covenants contained in agreements to which the Company is a party.
 
     Liquidation.  Upon  the  liquidation,  dissolution  or  winding-up  of  the
Company, holders of Common  Stock are entitled to  receive, pro rata, after  the
prior  rights  of  creditors  and  holders  of  any  preferred  stock  have been
satisfied, all the remaining assets of the Company available for distribution.
 
     Transfer Agent and Registrar.  American Stock Transfer  & Trust Company  is
the Transfer Agent and Registrar for the Common Stock.
 
                                       1
 
<PAGE>
<PAGE>
ADDITIONAL PREFERRED
 
     Additional  Preferred may be issued at such  times, to such persons and for
such consideration  as  the  Board of  Directors  may  determine to  be  in  the
Company's  best interest without  (except as otherwise  required by law) further
authority  from  the  shareholders.  Such  shares  of  authorized  and  unissued
Additional  Preferred  may  be  issued with  such  designations,  voting powers,
preferences and relative, participating, optional  or other special rights,  and
qualifications,  limitations and restrictions  of such rights,  as the Company's
Board of  Directors  may  authorize,  including but  not  limited  to:  (i)  the
distinctive  designation  of each  series  and the  number  of shares  that will
constitute such  series; (ii)  the voting  rights,  if any,  of shares  of  such
series;  (iii) the dividend rate on the  shares of such series, any restriction,
limitation or condition upon  the payment of  such dividends, whether  dividends
shall  be cumulative  and the  dates on  which dividends  are payable;  (iv) the
prices at which,  and the  terms and  conditions on  which, the  shares of  such
series  may be  redeemed, if  such shares  are redeemable;  (v) the  purchase or
sinking fund provisions,  if any, for  the purchase or  redemption of shares  of
such  series; (vi) any preferential amount payable upon shares of such series in
the event of the  liquidation, dissolution or winding-up  of the Company or  the
distribution  of its  assets; and  (vii) the  prices or  rates of  conversion at
which, and the terms and conditions on  which, the shares of such series may  be
converted into other securities, if such shares are convertible.
 
SERIES A PREFERRED STOCK
 
     Dividends.  The holders of record of shares of Series A Preferred Stock are
entitled to receive preferential cumulative  dividends, when and as declared  by
the  Board of Directors of the Company  out of funds legally available therefor,
at a  rate of  6% of  the stated  value per  annum. Dividends  on the  Series  A
Preferred Stock commenced to accrue on September 30, 1993.
 
     Liquidation Preference. In the event of any distribution of assets upon any
liquidation,  dissolution  or winding-up  of the  Company, whether  voluntary or
involuntary, after  payment or  provision for  payment of  the debts  and  other
liabilities  of the Company,  the holder of  each share of  the then outstanding
Series A Preferred Stock shall be entitled  to receive out of the assets of  the
Company,  whether such assets are capital,  surplus or earnings, an amount equal
to the then stated value of each  share of Series A Preferred Stock, before  any
payments  or  distributions are  made to,  or  set aside  for, any  other equity
security of the Company other than any  other series of preferred stock. If  the
assets  of the Company  are insufficient to  pay such amounts  in full, then the
entire assets of the  Company shall be  distributed pro rata  to the holders  of
shares  of preferred stock  after the holders  of the Class  B Preferred and the
7.5% Preferred have been paid in full. Neither a consolidation, merger or  other
business  combination of the  Company with or into  another corporation or other
entity nor a sale  or transfer of all  or part of the  Company assets for  cash,
securities  or other property shall be  considered a liquidation, dissolution or
winding up of the Company.
 
     Conversion. On September 30,  1994, each holder of  the Series A  Preferred
Stock  automatically,  without  any  action  on the  part  of  such  holder, had
one-third of each such holder's holdings  of Series A Preferred Stock  converted
into  a number of shares  of Common Stock of  the Company determined by dividing
the then stated value  of the shares  by the Conversion  Price (as defined)  for
such  date. On September 30,  1995, each holder of  the Series A Preferred Stock
automatically, without any action on the  part of such holder, had one-third  of
each  such holder's holdings of Series A Preferred Stock converted into a number
of shares of Common Stock of the Company determined by dividing the then  stated
value of the shares by the Conversion Price for such date. On September 30, 1996
(the  'Conversion Date'), all shares of the Series A Preferred Stock that remain
outstanding (the 'Final Conversion Allotment') shall automatically, without  any
action  being required on the  part of the holders  thereof, be converted into a
number of shares of Common Stock determined by dividing the then stated value of
the shares by the  Conversion Price. The 'Conversion  Price' shall be an  amount
equal  to the average of the per-share  closing prices (regular way) for a round
lot of the Common Stock on the AMEX (or, if the Common Stock is then not  listed
for trading on the AMEX, such other exchange or system on which the Common Stock
shall  from time to time be traded) on each of the five trading days immediately
preceding the Conversion Date.
 
                                       2
 
<PAGE>
<PAGE>
     No fractional  shares or  scrip representing  fractional shares  of  Common
Stock  shall be issued upon  conversion of Series A  Preferred Stock. Instead of
any fractional  share of  Common Stock  that would  otherwise be  issuable  upon
conversion  of any shares  of Series A  Preferred Stock, the  Company will pay a
cash adjustment in respect of such fractional interest in an amount equal to the
same fraction of the Conversion Price per share of Common Stock.
 
     Redemption. The Company shall have the right to redeem the Final Conversion
Allotment at  any time  prior to  September 20,  1996 at  the liquidation  value
(initial  stated value plus accrued but unpaid dividends) of such shares payable
in cash.
 
     Voting Rights. The holders of the  Series A Preferred Stock shall not  have
any voting rights except as may be required by law.
 
     Preemptive  Rights. The  Series A  Preferred Stock  is not  entitled to any
preemptive or subscription rights in respect of any securities of the Company.
 
SERIES B PREFERRED STOCK
 
     Dividends. The holders of record of shares of Series A Preferred Stock  are
entitled to receive dividends, when and as declared by the Board of Directors of
the  Company out  of funds legally  available therefor, at  a rate of  5% of the
stated value  per  annum  from  February 15,  1995  through  February  15,  1998
provided, however, that Aegis Safety Holdings, Inc. shall have achieved at least
One  Million Dollars  ($1,000,000) of earnings  (as computed  in accordance with
generally accepted accounting principles  consistently applied) ('EBIT')  during
the  fiscal  year  (or  portion  thereof) in  question  for  which  the dividend
computation is being made, and 7% of the stated value per  annum  from  February
16, 1998  through  February 15,  2000  regardless  of  the  EBIT of Aegis Safety
Holdings, Inc., each payable in cash in arrears.
 
     Liquidation Preference. In the event of any distribution of assets upon any
liquidation,  dissolution  or winding-up  of the  Company, whether  voluntary or
involuntary, after  payment or  provision for  payment of  the debts  and  other
liabilities  of the Company,  the holder of  each share of  the then outstanding
Series B Preferred Stock shall be entitled  to receive out of the assets of  the
Company,  whether such assets are capital,  surplus or earnings, an amount equal
to the then stated value of each  share of Series B Preferred Stock, before  any
payments  or  distributions are  made to,  or  set aside  for, any  other equity
security of the Company other than the holders of the 7.5% Preferred, the  Class
B Preferred, the Series A Preferred and then, pro rata, to the holders of shares
of  any other  series of  Additional Preferred  Stock. Neither  a consolidation,
merger or  other  business combination  of  the  Company with  or  into  another
corporation or other entity nor a sale or transfer of all or part of the Company
assets for cash, securities or other property shall be considered a liquidation,
dissolution or winding up of the Company.
 
     Conversion.  Each holder of the Series B Preferred shall be entitled at any
time and from time to  time to convert any or  all of his outstanding shares  of
Series  B Preferred  into such  number of shares  of Common  Stock determined by
dividing the  then stated  value of  the  shares by  the Conversion  Price.  The
'Conversion  Price' shall be $6.66 (subject to adjustment upon the occurrence of
a stock split  or other subdivision  or a combination  of outstanding shares  of
Common  Stock, or  the reclassification  of the  Company's capital  stock or any
other similar event  with respect  to the Company's  Common Stock)  ('Adjustment
Events').
 
     At  any time subsequent to the date  upon which the per-share closing price
(regular way) for a round lot of the Common Stock on the American Stock Exchange
(or such other exchange or system on  which the Common Stock shall from time  to
time  be  traded) has  been  greater than  $6.66  for 20  trading  days in  a 30
consecutive trading  day  period, the  Company  has  the right  to  require  the
conversion  of  all of  the  outstanding shares  of  Series B  Preferred  at the
Conversion Price. The Conversion Price will  be adjusted upon the occurrence  of
an  Adjustment  Event. The  Company will  provide  the holders  of the  Series B
Preferred shares which are to be converted with at least 30 days written  notice
of the date upon which conversion of the Series B Preferred is required.
 
     Redemption.  The Company shall redeem all  of the outstanding shares of the
Series B Preferred on February 15, 2000 in cash or in Common Stock at the option
of the Company in either case together
 
                                       3
 
<PAGE>
<PAGE>
with any accrued but unpaid dividends through February 15, 2000.  If the  shares
of Series  B  Preferred  to  be  redeemed are to be paid in cash, the redemption
price per share shall be equal to the Conversion Price on February 15, 2000.  If
the  shares of Series B Preferred to be redeemed are to be paid in Common Stock,
the number of shares of Common Stock to be paid upon redemption of each share of
Series B Preferred (the 'Redemption Shares') shall be determined by dividing the
stated value of  the shares by  the Conversion  Price on February  15, 2000.  In
addition,  if the shares of Series B Preferred  to be redeemed are to be paid in
Common Stock and if  the per-share closing price  (regular way) on the  American
Stock  Exchange for a  round lot of the  Common Stock on  February 15, 2000 (the
'Redemption Date Closing  Price') is less  than 95% of  the Conversion Price  on
February  15,  2000, each  holder of  Series  B Preferred  shall be  entitled to
receive on February 15, 2000 such  additional shares of Common Stock  determined
by  multiplying  (x)  the difference  between  95%  of the  Conversion  Price on
February 15, 2000 and  the Redemption Date Closing  Price and (y) the  aggregate
number  of Redemption Shares to which such  holder is entitled, and dividing the
product thereof by the Redemption Date Closing Price. No fractional shares shall
be issued, but a cash payment in an amount equal to the value of such fractional
share shall be made in lieu thereof.
 
     Voting Rights. Each share of the Series B Preferred Stock shall be entitled
to a number of  votes equal to the  number of shares of  Common Stock that  such
share  of Series  B Preferred  is convertible  into based  on the  then existing
Conversion Price.  Except  as provided  by  law, the  holders  of the  Series  B
Preferred  shall vote  together with  the holders of  the Common  Stock (and any
other class or series which may be similarly entitled to vote with the shares of
Common Stock) as one class on all matters submitted to a vote of stockholders of
the Company.
 
     Preemptive Rights. The  Series B  Preferred Stock  is not  entitled to  any
preemptive or subscription rights in respect of any securities of the Company.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Not Applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The  Company  is incorporated  under  the laws  of  the State  of Delaware.
Section 145 of the  Delaware General Corporation Law  generally provides that  a
corporation  is empowered to indemnify any person  who is or is threatened to be
made a party to any threatened, pending or completed action, suit or  proceeding
by  reason of the fact that he is  or was a director, officer, employee or agent
of the Company or is or  was serving, at the request  of the Company, in any  of
such  capacities of another  corporation or other  enterprise, if such director,
officer, employee or agent  acted in good  faith and in  a manner he  reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his  conduct was  unlawful. This  statute describes in  detail the  right of the
Company to indemnify any such person.
 
     Article  SEVENTH  of  the  Certificate  of  Incorporation  of  the  Company
(referred  to  therein as  the 'Corporation')  provides,  in pertinent  part, as
follows:
 
          Indemnification. Except as prohibited by  Section 145 of the  Delaware
     General  Corporation  Law, every  director and  officer of  the Corporation
     shall be entitled as a matter of right to be indemnified by the Corporation
     against reasonable  expense and  any  liability paid  or incurred  by  such
     person  in connection with any actual  or threatened claim, action, suit or
     proceeding,  civil,  criminal,  administrative,  investigative  or   other,
     whether  brought by  or in  the right of  the Corporation  or otherwise, in
     which he or she may be involved, as a party or otherwise, by reason of such
     person being or having been a director or officer of the Corporation or  by
     reason of the fact that such person is or was serving at the request of the
     Corporation   as  a   director,  officer,  employee,   fiduciary  or  other
     representative of  the  Corporation or  another  corporation,  partnership,
     joint  venture, trust, employee  benefit plan or  other entity (such claim,
     action, suit or proceeding hereinafter  being referred to as an  'action');
     provided,  however, that no such right  of indemnification shall exist with
     respect to  an  action  brought  by  a  director  or  officer  against  the
     Corporation other than in a suit for indemnification as provided hereunder.
     Such indemnification
 
                                       4
 
<PAGE>
<PAGE>
     shall  include  the  right to  have  expenses  incurred by  such  person in
     connection with an action paid in advance by the Corporation prior to final
     disposition of such action, subject to such conditions as may be prescribed
     by law. As used herein, 'expense'  shall include, among other things,  fees
     and  expenses of  counsel selected  by such  person, and  'liability' shall
     include amounts  of  judgments,  excise taxes,  fines  and  penalties,  and
     amounts paid in settlement.
 
          Insurance;  Other Funding.  The Corporation may  purchase and maintain
     insurance  to  protect  itself and  any person  eligible to  be indemnified
     hereunder  against  any  liability  or expense asserted or incurred by such
     person  in connection with  any  action,  whether  or  not  the Corporation
     would  have  the  power  to indemnify such person against such liability or
     expense  by law  or under the  provisions  of  this  Article  Seventh.  The
     Corporation  may  make  other  financial  arrangements,  which may include,
     among  other  things,  a trust  fund, program of self-insurance, grant of a
     security  interest  or  other  lien  on  any assets of the Corporation,  or
     establishment of  a  letter  of  credit,  guaranty or surety, to ensure the
     payment  of such  sums  as  may become  necessary to effect indemnification
     as provided herein.
 
          Non-Exclusive;  Nature   and   Extent   of  Rights.   The   right   of
     indemnification  provided for herein  (i) shall not  be deemed exclusive of
     any other rights, whether now existing or hereafter created, to which those
     seeking indemnification  hereunder  may be entitled  under  any  agreement,
     by-law  or  article provision,  vote of  the  stockholders or  directors or
     otherwise, (ii) shall be  deemed to create contractual  rights in favor  of
     persons  entitled to indemnification hereunder,  (iii) shall continue as to
     persons who have  ceased to  have the status  pursuant to  which they  were
     entitled  or were designated  as entitled to  indemnification hereunder and
     shall inure  to the  benefit  of the  heirs  and legal  representatives  of
     persons  entitled to indemnification hereunder and (iv) shall be applicable
     to actions,  suits or  proceedings  commenced after  the adoption  of  this
     Article Seventh, whether arising from actions or omissions occurring before
     or  after the  adoption hereof. The  right of  indemnification provided for
     herein may not be amended, modified or  repealed so as to limit in any  way
     the  indemnification provided  for herein  with respect  to any  actions or
     omissions occurring prior to the adoption of any such amendment or repeal.
 
     Article IV of the By-Laws of the Company also contains the same  provisions
relating to the indemnification of directors and officers which are set forth in
Article SEVENTH of the Certificate of Incorporation of the Company.
 
     The  Company has insurance to indemnify  its directors and officers against
liabilities  incurred  as  a  result  of  serving  in  such  capacity  and   has
indemnification  agreements with each of its directors. In addition, the Company
is a party to a Shareholders' Agreement, dated October 25, 1991, with NAR  Group
Limited,  which provides for indemnification, to the fullest extent permitted by
law, of NAR's designees to the  Board of Directors against, among other  things,
all  liabilities and claims arising out of  their service in any capacity for or
on behalf of the Company.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable.
 
ITEM 8. EXHIBITS
 
<TABLE>
<C>   <S>
  5.  -- Copy of the Internal Revenue  Service determination letter that the Plan  is qualified under Section 401  of
         the Internal Revenue Code.
 23.  -- Consents of experts and counsel.
             (i) Consent of Arthur Andersen LLP.
 24.  -- Powers of Attorney.
             Included on page 8 of this Registration Statement.
 99.  -- Additional Exhibits.
             The  Hanover Direct  Savings and  Retirement Plan  (incorporated by  reference to  Exhibit 10.22  to the
             Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994).
</TABLE>
 
                                       5
 
<PAGE>
<PAGE>
ITEM 9. UNDERTAKINGS
 
     The Company hereby undertakes:
 
          (1) To file,  during any  period in which  offers or  sales are  being
     made, a post-effective amendment to this Registration Statement:
 
             (i)  to include any prospectus required  by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) to reflect in the prospectus any facts or events arising after
        the effective date of  this Registration Statement  (or the most  recent
        post-effective   amendment  thereof)  which,   individually  or  in  the
        aggregate, represent a fundamental change  in the information set  forth
        in this Registration Statement;
 
             (iii)  to include any material information with respect to the plan
        of distribution not previously disclosed in this Registration  Statement
        or  any  material  change  to  such  information  in  this  Registration
        Statement;
 
provided, however, that  paragraphs (1)(i) and  (1)(ii) shall not  apply if  the
information  required  to be  included in  a  post-effective amendment  by those
paragraphs is contained  in periodic reports  filed by the  Company pursuant  to
Section  13 or 15(d) of  the Exchange Act that  are incorporated by reference in
this Registration Statement.
 
          (2) That,  for the  purpose  of determining  any liability  under  the
     Securities  Act of 1933, each such post-effective amendment shall be deemed
     to be  a new  registration  statement relating  to the  securities  offered
     therein,  and the offering of such securities  at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.
 
     The  Company  hereby  undertakes  that,  for  purposes  of  determining any
liability under the Securities Act of 1933, each filing of the Company's  Annual
Report  pursuant  to  Section  13  or 15(d)  of  the  Exchange  Act  (and, where
applicable, each filing of an employee benefits plan's annual report pursuant to
Section 15(d) of  the Exchange Act)  that is incorporated  by reference in  this
Registration  Statement  shall  be deemed  to  be a  new  registration statement
relating to the securities offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of  1933 may be permitted to directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the  opinion of the Commission  such indemnification is  against
public  policy as  expressed in  the Securities Act  of 1933  and is, therefore,
unenforceable. In  the  event that  a  claim for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director, officer  or controlling person of  the Company in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or  controlling person in  connection with the  securities being registered, the
Company will, unless in the opinion of  its counsel the matter has been  settled
by  controlling precedent,  submit to  a court  of appropriate  jurisdiction the
question whether  such  indemnification  by  it  is  against  public  policy  as
expressed  in  the Securities  Act of  1933 and  will be  governed by  the final
adjudication of such issue.
 
                                       6


<PAGE>
<PAGE>
                                   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 Weehawken, State of New Jersey, on May 14, 1996.
 
                                          HANOVER DIRECT, INC.
 
                                          By:         /s/ RAKESH K. KAUL
                                             ...................................
                                                      RAKESH K. KAUL,
                                               PRESIDENT AND CHIEF EXECUTIVE
                                                         OFFICER
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY  THESE PRESENTS, that each  person whose signature  appears
below hereby constitutes and appoints Rakesh K. Kaul, Wayne P. Garten and Edward
J.   O'Brien,  and   each  of  them,   with  full  power   of  substitution  and
resubstitution, as  attorneys  or  attorney  to  sign  any  and  all  amendments
(including  post-effective amendments)  to this  Registration Statement,  and to
file with the  Securities and Exchange  Commission the same,  with all  exhibits
thereto,  and any and all  applications or other documents  to be filed with the
Securities and  Exchange  Commission pertaining  thereto,  with full  power  and
authority  to do and perform any and all acts and things whatsoever required and
necessary to be done in  the premises, as fully to  all intents and purposes  as
the  undersigned could do if personally present, hereby ratifying and confirming
all that said attorneys, and any of  them and any such substitute, 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 indicated on May 14, 1996.
 
<TABLE>
<CAPTION>
                   NAME                                             TITLE
- ------------------------------------------  ------------------------------------------------------
<C>                                         <S>
            /s/ ALAN G. QUASHA              Chairman of the Board and Director
 .........................................
             (ALAN G. QUASHA)
 
            /s/ RAKESH K. KAUL              Director, President and Chief Executive Officer
 .........................................    (principal executive officer)
             (RAKESH K. KAUL)
 
           /s/ WAYNE P. GARTEN              Executive Vice President (principal financial officer)
 .........................................
            (WAYNE P. GARTEN)
 
            /s/ RALPH DESTINO               Director
 .........................................
             (RALPH DESTINO)
 
                                            Director
 .........................................
            (J. DAVID HAKMAN)
 
                                            Director
 .........................................
              (S. LEE KLING)
</TABLE>
 
                                       7
 
<PAGE>
<PAGE>
 
<TABLE>
<CAPTION>
                   NAME                                             TITLE
- ------------------------------------------  ------------------------------------------------------
<C>                                         <S>
                                            Director
 .........................................
        (THEODORE H. KRUTTSCHNITT)
 
         /s/ ELIZABETH VALK LONG            Director
 .........................................
          (ELIZABETH VALK LONG)
 
                                            Director
 .........................................
           (EDMUND R. MANWELL)
 
           /s/ GERALDINE STUTZ              Director
 .........................................
            (GERALDINE STUTZ)
 
           /s/ JEFFREY LAIKIND              Director
 .........................................
            (JEFFREY LAIKIND)
 
           /s/ ROBERT F. WRIGHT             Director
 .........................................
            (ROBERT F. WRIGHT)
</TABLE>
 
     Pursuant to the requirements of the Securities Act of 1933, the trustee (or
other  person who  administers the employee  benefit plan) has  duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Weehawken, State of New Jersey, on May 14, 1996.
 
                                          THE HANOVER DIRECT SAVINGS
                                            AND RETIREMENT PLAN
 
                                          By:        /s/ EDWARD J. O'BRIEN
                                             ...................................
                                            Name: Edward J. O'Brien
                                            Title:  Trustee
 
                                       8

<PAGE>
<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                                                          SEQUENTIALLY
 EXHIBIT                                                                                                    NUMBERED
 NUMBER                                                                                                       PAGE
- -------------------------------------------------------------------------------------------------------   ------------
 
<C>     <S>                                                                                               <C>
    5.  -- Copy of the Internal Revenue Service determination letter that the Plan is qualified under
           Section 401 of the Internal Revenue Code....................................................
   23.  -- Consents of experts and counsel.
               (i) Consent of Arthur Andersen LLP......................................................
   24.  -- Powers of Attorney.
               Included on page 8 of this Registration Statement.......................................
   99.  -- Additional Exhibits.
               The Hanover Direct Savings and Retirement Plan (incorporated by reference to Exhibit
               10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1,
               1994)...................................................................................
</TABLE>
 
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "HANOVER DIRECT, INC", "secsgml_size_bytes": 37596}]
{"company-data": {"conformed-name": "HANOVER DIRECT INC", "cik": "0000320333", "assigned-sic": "5961", "irs-number": "138053260", "state-of-incorporation": "NV", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03871", "film-number": "96568606"}, "business-address": {"street1": "1500 HARBOR BLVD", "city": "WEEHAWKEN", "state": "NJ", "zip": "07087", "phone": "2018653800"}, "mail-address": {"street1": "1500 HARBOR BLVD", "city": "WEEHAWKEN", "state": "NJ", "zip": "07087"}, "former-company": {"former-conformed-name": "HORN & HARDART CO /NV/", "date-changed": "19920703"}}
REGISTRATION NO. 33-
________________________________________________________________________________
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                              HANOVER DIRECT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                            ------------------------
DELAWARE                                                 13-0853260
            (STATE OR OTHER JURISDICTION OF                                   (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)                                 IDENTIFICATION NO.)
1500 HARBOR BOULEVARD
                          WEEHAWKEN, NEW JERSEY 07087
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
                            ------------------------
 
                               THE HANOVER DIRECT
                          SAVINGS AND RETIREMENT PLAN
                            (FULL TITLE OF THE PLAN)
 
                            ------------------------
 
                               EDWARD J. O'BRIEN
                 SENIOR VICE PRESIDENT, TREASURER AND SECRETARY
                              HANOVER DIRECT, INC.
                             1500 HARBOR BOULEVARD
                          WEEHAWKEN, NEW JERSEY 07087
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (201) 863-7300
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                            ------------------------
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
                                                            PROPOSED MAXIMUM       AGGREGATE         AMOUNT OF
                                           AMOUNT TO BE      OFFERING PRICE         OFFERING        REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)       PER SHARE(2)          PRICE(2)            FEE
 
Common Stock, par value
  $.66 2/3 per share...................   150,000 shares         $1.375             $206,250           $72.00
(1) This  Registration  Statement  also  covers  such  indeterminable  number of
    additional shares of Common Stock as  may become deliverable as a result  of
    stock splits, stock dividends or similar transactions in accordance with the
    provisions of the Plan.
 
(2) Determined  pursuant to Rule 457(h) under  the Securities Act of 1933 solely
    for purposes of calculating the registration fee and based upon the  average
    of  the high and low prices of the  Common Stock on May 13, 1996 as reported
    in the consolidated reporting system.
 
                            ---------------------------
 
     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers  an indeterminate amount  of interests to  be
offered or sold pursuant to the employee benefit plan described herein.
 
________________________________________________________________________________
PART II
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     The  following documents,  descriptions, amendments and  reports filed with
the Securities and  Exchange Commission  (the 'Commission')  by Hanover  Direct,
Inc.  (the  'Company')  are  incorporated by  reference  into  this Registration
Statement:
 
          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 30, 1995;
 
          (b) The Company's Savings & Retirement Plan (the 'Plan') Annual Report
     on Form 11- K for the fiscal years ended December 31, 1992, 1993 and  1994,
     filed pursuant to Section 15(d) of the Exchange Act; and
 
          (c)  All other reports filed by  the Company pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended (the  'Exchange
     Act'), since December 30, 1995.
 
     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  that indicates that all securities  offered pursuant hereto have been
sold or that deregisters all securities  then remaining unsold, shall be  deemed
to  be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     The authorized capital stock of the Company consists of 150,000,000  shares
of  Common Stock, par value $.66 2/3  per share (the 'Common Stock'), 12,270,503
shares of Class B Common  Stock, par value $.01 per  share (the 'Class B  Common
Stock'),  40,000 shares of Class B 8% Cumulative Preferred Stock, par value $.01
and stated value $1,000 per share  (the 'Class B Preferred'), 861,900 shares  of
7.5% Cumulative Convertible Preferred Stock, par value $.01 and stated value $20
per  share (the  '7.5% Preferred'),  234,900 shares  of 6%  Series A Convertible
Additional Preferred Stock, par value $.01  and stated value $10 per share  (the
'Series  A Preferred Stock'), 634,900 shares  of Series B Convertible Additional
Preferred Stock, par value $.01  and stated value $10  per share (the 'Series  B
Preferred Stock'), and 5,000,000 shares of Additional Preferred Stock, par value
$.01  per share  (the 'Additional  Preferred'). As of  May 10,  1996, there were
93,590,646 shares of Common Stock, 78,300 shares of Series A Preferred Stock and
634,900 shares of Series B Preferred Stock outstanding.
 
COMMON STOCK
 
     General. There are no redemption  or sinking fund provisions applicable  to
the  shares of Common Stock  and such shares are  not entitled to any preemptive
rights.
 
     Voting. Each holder of Common Stock is entitled to one vote for each  share
registered  in the holder's name on the books  of the Company. Since none of the
shares of Common Stock have cumulative  voting rights, the holders of more  than
50%  of the shares can elect  all the Directors of the  Company in each class of
Directors, if they so choose, and, in  that event, the holders of the  remaining
shares will not be able to elect any of the Directors.
 
     Dividends.  Subject to the prior  rights of holders of  any then issued and
outstanding preferred stock, the holders of Common Stock are entitled to receive
such dividends as may be declared from time to time by the Board of Directors of
the Company from the assets of the Company which are legally available therefor.
The Company is restricted from paying  dividends on its Common Stock by  certain
debt covenants contained in agreements to which the Company is a party.
 
     Liquidation.  Upon  the  liquidation,  dissolution  or  winding-up  of  the
Company, holders of Common  Stock are entitled to  receive, pro rata, after  the
prior  rights  of  creditors  and  holders  of  any  preferred  stock  have been
satisfied, all the remaining assets of the Company available for distribution.
 
     Transfer Agent and Registrar.  American Stock Transfer  & Trust Company  is
the Transfer Agent and Registrar for the Common Stock.
 
                                       1
ADDITIONAL PREFERRED
 
     Additional  Preferred may be issued at such  times, to such persons and for
such consideration  as  the  Board of  Directors  may  determine to  be  in  the
Company's  best interest without  (except as otherwise  required by law) further
authority  from  the  shareholders.  Such  shares  of  authorized  and  unissued
Additional  Preferred  may  be  issued with  such  designations,  voting powers,
preferences and relative, participating, optional  or other special rights,  and
qualifications,  limitations and restrictions  of such rights,  as the Company's
Board of  Directors  may  authorize,  including but  not  limited  to:  (i)  the
distinctive  designation  of each  series  and the  number  of shares  that will
constitute such  series; (ii)  the voting  rights,  if any,  of shares  of  such
series;  (iii) the dividend rate on the  shares of such series, any restriction,
limitation or condition upon  the payment of  such dividends, whether  dividends
shall  be cumulative  and the  dates on  which dividends  are payable;  (iv) the
prices at which,  and the  terms and  conditions on  which, the  shares of  such
series  may be  redeemed, if  such shares  are redeemable;  (v) the  purchase or
sinking fund provisions,  if any, for  the purchase or  redemption of shares  of
such  series; (vi) any preferential amount payable upon shares of such series in
the event of the  liquidation, dissolution or winding-up  of the Company or  the
distribution  of its  assets; and  (vii) the  prices or  rates of  conversion at
which, and the terms and conditions on  which, the shares of such series may  be
converted into other securities, if such shares are convertible.
 
SERIES A PREFERRED STOCK
 
     Dividends.  The holders of record of shares of Series A Preferred Stock are
entitled to receive preferential cumulative  dividends, when and as declared  by
the  Board of Directors of the Company  out of funds legally available therefor,
at a  rate of  6% of  the stated  value per  annum. Dividends  on the  Series  A
Preferred Stock commenced to accrue on September 30, 1993.
 
     Liquidation Preference. In the event of any distribution of assets upon any
liquidation,  dissolution  or winding-up  of the  Company, whether  voluntary or
involuntary, after  payment or  provision for  payment of  the debts  and  other
liabilities  of the Company,  the holder of  each share of  the then outstanding
Series A Preferred Stock shall be entitled  to receive out of the assets of  the
Company,  whether such assets are capital,  surplus or earnings, an amount equal
to the then stated value of each  share of Series A Preferred Stock, before  any
payments  or  distributions are  made to,  or  set aside  for, any  other equity
security of the Company other than any  other series of preferred stock. If  the
assets  of the Company  are insufficient to  pay such amounts  in full, then the
entire assets of the  Company shall be  distributed pro rata  to the holders  of
shares  of preferred stock  after the holders  of the Class  B Preferred and the
7.5% Preferred have been paid in full. Neither a consolidation, merger or  other
business  combination of the  Company with or into  another corporation or other
entity nor a sale  or transfer of all  or part of the  Company assets for  cash,
securities  or other property shall be  considered a liquidation, dissolution or
winding up of the Company.
 
     Conversion. On September 30,  1994, each holder of  the Series A  Preferred
Stock  automatically,  without  any  action  on the  part  of  such  holder, had
one-third of each such holder's holdings  of Series A Preferred Stock  converted
into  a number of shares  of Common Stock of  the Company determined by dividing
the then stated value  of the shares  by the Conversion  Price (as defined)  for
such  date. On September 30,  1995, each holder of  the Series A Preferred Stock
automatically, without any action on the  part of such holder, had one-third  of
each  such holder's holdings of Series A Preferred Stock converted into a number
of shares of Common Stock of the Company determined by dividing the then  stated
value of the shares by the Conversion Price for such date. On September 30, 1996
(the  'Conversion Date'), all shares of the Series A Preferred Stock that remain
outstanding (the 'Final Conversion Allotment') shall automatically, without  any
action  being required on the  part of the holders  thereof, be converted into a
number of shares of Common Stock determined by dividing the then stated value of
the shares by the  Conversion Price. The 'Conversion  Price' shall be an  amount
equal  to the average of the per-share  closing prices (regular way) for a round
lot of the Common Stock on the AMEX (or, if the Common Stock is then not  listed
for trading on the AMEX, such other exchange or system on which the Common Stock
shall  from time to time be traded) on each of the five trading days immediately
preceding the Conversion Date.
 
                                       2
No fractional  shares or  scrip representing  fractional shares  of  Common
Stock  shall be issued upon  conversion of Series A  Preferred Stock. Instead of
any fractional  share of  Common Stock  that would  otherwise be  issuable  upon
conversion  of any shares  of Series A  Preferred Stock, the  Company will pay a
cash adjustment in respect of such fractional interest in an amount equal to the
same fraction of the Conversion Price per share of Common Stock.
 
     Redemption. The Company shall have the right to redeem the Final Conversion
Allotment at  any time  prior to  September 20,  1996 at  the liquidation  value
(initial  stated value plus accrued but unpaid dividends) of such shares payable
in cash.
 
     Voting Rights. The holders of the  Series A Preferred Stock shall not  have
any voting rights except as may be required by law.
 
     Preemptive  Rights. The  Series A  Preferred Stock  is not  entitled to any
preemptive or subscription rights in respect of any securities of the Company.
 
SERIES B PREFERRED STOCK
 
     Dividends. The holders of record of shares of Series A Preferred Stock  are
entitled to receive dividends, when and as declared by the Board of Directors of
the  Company out  of funds legally  available therefor, at  a rate of  5% of the
stated value  per  annum  from  February 15,  1995  through  February  15,  1998
provided, however, that Aegis Safety Holdings, Inc. shall have achieved at least
One  Million Dollars  ($1,000,000) of earnings  (as computed  in accordance with
generally accepted accounting principles  consistently applied) ('EBIT')  during
the  fiscal  year  (or  portion  thereof) in  question  for  which  the dividend
computation is being made, and 7% of the stated value per  annum  from  February
16, 1998  through  February 15,  2000  regardless  of  the  EBIT of Aegis Safety
Holdings, Inc., each payable in cash in arrears.
 
     Liquidation Preference. In the event of any distribution of assets upon any
liquidation,  dissolution  or winding-up  of the  Company, whether  voluntary or
involuntary, after  payment or  provision for  payment of  the debts  and  other
liabilities  of the Company,  the holder of  each share of  the then outstanding
Series B Preferred Stock shall be entitled  to receive out of the assets of  the
Company,  whether such assets are capital,  surplus or earnings, an amount equal
to the then stated value of each  share of Series B Preferred Stock, before  any
payments  or  distributions are  made to,  or  set aside  for, any  other equity
security of the Company other than the holders of the 7.5% Preferred, the  Class
B Preferred, the Series A Preferred and then, pro rata, to the holders of shares
of  any other  series of  Additional Preferred  Stock. Neither  a consolidation,
merger or  other  business combination  of  the  Company with  or  into  another
corporation or other entity nor a sale or transfer of all or part of the Company
assets for cash, securities or other property shall be considered a liquidation,
dissolution or winding up of the Company.
 
     Conversion.  Each holder of the Series B Preferred shall be entitled at any
time and from time to  time to convert any or  all of his outstanding shares  of
Series  B Preferred  into such  number of shares  of Common  Stock determined by
dividing the  then stated  value of  the  shares by  the Conversion  Price.  The
'Conversion  Price' shall be $6.66 (subject to adjustment upon the occurrence of
a stock split  or other subdivision  or a combination  of outstanding shares  of
Common  Stock, or  the reclassification  of the  Company's capital  stock or any
other similar event  with respect  to the Company's  Common Stock)  ('Adjustment
Events').
 
     At  any time subsequent to the date  upon which the per-share closing price
(regular way) for a round lot of the Common Stock on the American Stock Exchange
(or such other exchange or system on  which the Common Stock shall from time  to
time  be  traded) has  been  greater than  $6.66  for 20  trading  days in  a 30
consecutive trading  day  period, the  Company  has  the right  to  require  the
conversion  of  all of  the  outstanding shares  of  Series B  Preferred  at the
Conversion Price. The Conversion Price will  be adjusted upon the occurrence  of
an  Adjustment  Event. The  Company will  provide  the holders  of the  Series B
Preferred shares which are to be converted with at least 30 days written  notice
of the date upon which conversion of the Series B Preferred is required.
 
     Redemption.  The Company shall redeem all  of the outstanding shares of the
Series B Preferred on February 15, 2000 in cash or in Common Stock at the option
of the Company in either case together
 
                                       3
with any accrued but unpaid dividends through February 15, 2000.  If the  shares
of Series  B  Preferred  to  be  redeemed are to be paid in cash, the redemption
price per share shall be equal to the Conversion Price on February 15, 2000.  If
the  shares of Series B Preferred to be redeemed are to be paid in Common Stock,
the number of shares of Common Stock to be paid upon redemption of each share of
Series B Preferred (the 'Redemption Shares') shall be determined by dividing the
stated value of  the shares by  the Conversion  Price on February  15, 2000.  In
addition,  if the shares of Series B Preferred  to be redeemed are to be paid in
Common Stock and if  the per-share closing price  (regular way) on the  American
Stock  Exchange for a  round lot of the  Common Stock on  February 15, 2000 (the
'Redemption Date Closing  Price') is less  than 95% of  the Conversion Price  on
February  15,  2000, each  holder of  Series  B Preferred  shall be  entitled to
receive on February 15, 2000 such  additional shares of Common Stock  determined
by  multiplying  (x)  the difference  between  95%  of the  Conversion  Price on
February 15, 2000 and  the Redemption Date Closing  Price and (y) the  aggregate
number  of Redemption Shares to which such  holder is entitled, and dividing the
product thereof by the Redemption Date Closing Price. No fractional shares shall
be issued, but a cash payment in an amount equal to the value of such fractional
share shall be made in lieu thereof.
 
     Voting Rights. Each share of the Series B Preferred Stock shall be entitled
to a number of  votes equal to the  number of shares of  Common Stock that  such
share  of Series  B Preferred  is convertible  into based  on the  then existing
Conversion Price.  Except  as provided  by  law, the  holders  of the  Series  B
Preferred  shall vote  together with  the holders of  the Common  Stock (and any
other class or series which may be similarly entitled to vote with the shares of
Common Stock) as one class on all matters submitted to a vote of stockholders of
the Company.
 
     Preemptive Rights. The  Series B  Preferred Stock  is not  entitled to  any
preemptive or subscription rights in respect of any securities of the Company.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Not Applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The  Company  is incorporated  under  the laws  of  the State  of Delaware.
Section 145 of the  Delaware General Corporation Law  generally provides that  a
corporation  is empowered to indemnify any person  who is or is threatened to be
made a party to any threatened, pending or completed action, suit or  proceeding
by  reason of the fact that he is  or was a director, officer, employee or agent
of the Company or is or  was serving, at the request  of the Company, in any  of
such  capacities of another  corporation or other  enterprise, if such director,
officer, employee or agent  acted in good  faith and in  a manner he  reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his  conduct was  unlawful. This  statute describes in  detail the  right of the
Company to indemnify any such person.
 
     Article  SEVENTH  of  the  Certificate  of  Incorporation  of  the  Company
(referred  to  therein as  the 'Corporation')  provides,  in pertinent  part, as
follows:
 
          Indemnification. Except as prohibited by  Section 145 of the  Delaware
     General  Corporation  Law, every  director and  officer of  the Corporation
     shall be entitled as a matter of right to be indemnified by the Corporation
     against reasonable  expense and  any  liability paid  or incurred  by  such
     person  in connection with any actual  or threatened claim, action, suit or
     proceeding,  civil,  criminal,  administrative,  investigative  or   other,
     whether  brought by  or in  the right of  the Corporation  or otherwise, in
     which he or she may be involved, as a party or otherwise, by reason of such
     person being or having been a director or officer of the Corporation or  by
     reason of the fact that such person is or was serving at the request of the
     Corporation   as  a   director,  officer,  employee,   fiduciary  or  other
     representative of  the  Corporation or  another  corporation,  partnership,
     joint  venture, trust, employee  benefit plan or  other entity (such claim,
     action, suit or proceeding hereinafter  being referred to as an  'action');
     provided,  however, that no such right  of indemnification shall exist with
     respect to  an  action  brought  by  a  director  or  officer  against  the
     Corporation other than in a suit for indemnification as provided hereunder.
     Such indemnification
 
                                       4
shall  include  the  right to  have  expenses  incurred by  such  person in
     connection with an action paid in advance by the Corporation prior to final
     disposition of such action, subject to such conditions as may be prescribed
     by law. As used herein, 'expense'  shall include, among other things,  fees
     and  expenses of  counsel selected  by such  person, and  'liability' shall
     include amounts  of  judgments,  excise taxes,  fines  and  penalties,  and
     amounts paid in settlement.
 
          Insurance;  Other Funding.  The Corporation may  purchase and maintain
     insurance  to  protect  itself and  any person  eligible to  be indemnified
     hereunder  against  any  liability  or expense asserted or incurred by such
     person  in connection with  any  action,  whether  or  not  the Corporation
     would  have  the  power  to indemnify such person against such liability or
     expense  by law  or under the  provisions  of  this  Article  Seventh.  The
     Corporation  may  make  other  financial  arrangements,  which may include,
     among  other  things,  a trust  fund, program of self-insurance, grant of a
     security  interest  or  other  lien  on  any assets of the Corporation,  or
     establishment of  a  letter  of  credit,  guaranty or surety, to ensure the
     payment  of such  sums  as  may become  necessary to effect indemnification
     as provided herein.
 
          Non-Exclusive;  Nature   and   Extent   of  Rights.   The   right   of
     indemnification  provided for herein  (i) shall not  be deemed exclusive of
     any other rights, whether now existing or hereafter created, to which those
     seeking indemnification  hereunder  may be entitled  under  any  agreement,
     by-law  or  article provision,  vote of  the  stockholders or  directors or
     otherwise, (ii) shall be  deemed to create contractual  rights in favor  of
     persons  entitled to indemnification hereunder,  (iii) shall continue as to
     persons who have  ceased to  have the status  pursuant to  which they  were
     entitled  or were designated  as entitled to  indemnification hereunder and
     shall inure  to the  benefit  of the  heirs  and legal  representatives  of
     persons  entitled to indemnification hereunder and (iv) shall be applicable
     to actions,  suits or  proceedings  commenced after  the adoption  of  this
     Article Seventh, whether arising from actions or omissions occurring before
     or  after the  adoption hereof. The  right of  indemnification provided for
     herein may not be amended, modified or  repealed so as to limit in any  way
     the  indemnification provided  for herein  with respect  to any  actions or
     omissions occurring prior to the adoption of any such amendment or repeal.
 
     Article IV of the By-Laws of the Company also contains the same  provisions
relating to the indemnification of directors and officers which are set forth in
Article SEVENTH of the Certificate of Incorporation of the Company.
 
     The  Company has insurance to indemnify  its directors and officers against
liabilities  incurred  as  a  result  of  serving  in  such  capacity  and   has
indemnification  agreements with each of its directors. In addition, the Company
is a party to a Shareholders' Agreement, dated October 25, 1991, with NAR  Group
Limited,  which provides for indemnification, to the fullest extent permitted by
law, of NAR's designees to the  Board of Directors against, among other  things,
all  liabilities and claims arising out of  their service in any capacity for or
on behalf of the Company.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable.
 
ITEM 8. EXHIBITS
5.  -- Copy of the Internal Revenue  Service determination letter that the Plan  is qualified under Section 401  of
         the Internal Revenue Code.
 23.  -- Consents of experts and counsel.
             (i) Consent of Arthur Andersen LLP.
 24.  -- Powers of Attorney.
             Included on page 8 of this Registration Statement.
 99.  -- Additional Exhibits.
             The  Hanover Direct  Savings and  Retirement Plan  (incorporated by  reference to  Exhibit 10.22  to the
             Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994).
5
ITEM 9. UNDERTAKINGS
 
     The Company hereby undertakes:
 
          (1) To file,  during any  period in which  offers or  sales are  being
     made, a post-effective amendment to this Registration Statement:
 
             (i)  to include any prospectus required  by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) to reflect in the prospectus any facts or events arising after
        the effective date of  this Registration Statement  (or the most  recent
        post-effective   amendment  thereof)  which,   individually  or  in  the
        aggregate, represent a fundamental change  in the information set  forth
        in this Registration Statement;
 
             (iii)  to include any material information with respect to the plan
        of distribution not previously disclosed in this Registration  Statement
        or  any  material  change  to  such  information  in  this  Registration
        Statement;
 
provided, however, that  paragraphs (1)(i) and  (1)(ii) shall not  apply if  the
information  required  to be  included in  a  post-effective amendment  by those
paragraphs is contained  in periodic reports  filed by the  Company pursuant  to
Section  13 or 15(d) of  the Exchange Act that  are incorporated by reference in
this Registration Statement.
 
          (2) That,  for the  purpose  of determining  any liability  under  the
     Securities  Act of 1933, each such post-effective amendment shall be deemed
     to be  a new  registration  statement relating  to the  securities  offered
     therein,  and the offering of such securities  at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.
 
     The  Company  hereby  undertakes  that,  for  purposes  of  determining any
liability under the Securities Act of 1933, each filing of the Company's  Annual
Report  pursuant  to  Section  13  or 15(d)  of  the  Exchange  Act  (and, where
applicable, each filing of an employee benefits plan's annual report pursuant to
Section 15(d) of  the Exchange Act)  that is incorporated  by reference in  this
Registration  Statement  shall  be deemed  to  be a  new  registration statement
relating to the securities offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of  1933 may be permitted to directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the  opinion of the Commission  such indemnification is  against
public  policy as  expressed in  the Securities Act  of 1933  and is, therefore,
unenforceable. In  the  event that  a  claim for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director, officer  or controlling person of  the Company in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or  controlling person in  connection with the  securities being registered, the
Company will, unless in the opinion of  its counsel the matter has been  settled
by  controlling precedent,  submit to  a court  of appropriate  jurisdiction the
question whether  such  indemnification  by  it  is  against  public  policy  as
expressed  in  the Securities  Act of  1933 and  will be  governed by  the final
adjudication of such issue.
 
                                       6
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 Weehawken, State of New Jersey, on May 14, 1996.
 
                                          HANOVER DIRECT, INC.
 
                                          By:         /s/ RAKESH K. KAUL
                                             ...................................
                                                      RAKESH K. KAUL,
                                               PRESIDENT AND CHIEF EXECUTIVE
                                                         OFFICER
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY  THESE PRESENTS, that each  person whose signature  appears
below hereby constitutes and appoints Rakesh K. Kaul, Wayne P. Garten and Edward
J.   O'Brien,  and   each  of  them,   with  full  power   of  substitution  and
resubstitution, as  attorneys  or  attorney  to  sign  any  and  all  amendments
(including  post-effective amendments)  to this  Registration Statement,  and to
file with the  Securities and Exchange  Commission the same,  with all  exhibits
thereto,  and any and all  applications or other documents  to be filed with the
Securities and  Exchange  Commission pertaining  thereto,  with full  power  and
authority  to do and perform any and all acts and things whatsoever required and
necessary to be done in  the premises, as fully to  all intents and purposes  as
the  undersigned could do if personally present, hereby ratifying and confirming
all that said attorneys, and any of  them and any such substitute, 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 indicated on May 14, 1996.
NAME                                             TITLE
- ------------------------------------------  ------------------------------------------------------
/s/ ALAN G. QUASHA              Chairman of the Board and Director
 .........................................
             (ALAN G. QUASHA)
 
            /s/ RAKESH K. KAUL              Director, President and Chief Executive Officer
 .........................................    (principal executive officer)
             (RAKESH K. KAUL)
 
           /s/ WAYNE P. GARTEN              Executive Vice President (principal financial officer)
 .........................................
            (WAYNE P. GARTEN)
 
            /s/ RALPH DESTINO               Director
 .........................................
             (RALPH DESTINO)
 
                                            Director
 .........................................
            (J. DAVID HAKMAN)
 
                                            Director
 .........................................
              (S. LEE KLING)
7
NAME                                             TITLE
- ------------------------------------------  ------------------------------------------------------
Director
 .........................................
        (THEODORE H. KRUTTSCHNITT)
 
         /s/ ELIZABETH VALK LONG            Director
 .........................................
          (ELIZABETH VALK LONG)
 
                                            Director
 .........................................
           (EDMUND R. MANWELL)
 
           /s/ GERALDINE STUTZ              Director
 .........................................
            (GERALDINE STUTZ)
 
           /s/ JEFFREY LAIKIND              Director
 .........................................
            (JEFFREY LAIKIND)
 
           /s/ ROBERT F. WRIGHT             Director
 .........................................
            (ROBERT F. WRIGHT)
Pursuant to the requirements of the Securities Act of 1933, the trustee (or
other  person who  administers the employee  benefit plan) has  duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Weehawken, State of New Jersey, on May 14, 1996.
 
                                          THE HANOVER DIRECT SAVINGS
                                            AND RETIREMENT PLAN
 
                                          By:        /s/ EDWARD J. O'BRIEN
                                             ...................................
                                            Name: Edward J. O'Brien
                                            Title:  Trustee
 
                                       8
EXHIBIT INDEX
SEQUENTIALLY
 EXHIBIT                                                                                                    NUMBERED
 NUMBER                                                                                                       PAGE
- -------------------------------------------------------------------------------------------------------   ------------
5.  -- Copy of the Internal Revenue Service determination letter that the Plan is qualified under
           Section 401 of the Internal Revenue Code....................................................
   23.  -- Consents of experts and counsel.
               (i) Consent of Arthur Andersen LLP......................................................
   24.  -- Powers of Attorney.
               Included on page 8 of this Registration Statement.......................................
   99.  -- Additional Exhibits.
               The Hanover Direct Savings and Retirement Plan (incorporated by reference to Exhibit
               10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1,
               1994)...................................................................................