As filed with the Securities and Exchange Commission on April 1, 2005 Registration No. 333- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOVIE STAR, INC. (Exact Name of Registrant as Specified in Its Charter) NEW YORK 13-5651322 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1115 Broadway New York, New York 10010 (Address of Principal Executive Offices, including Zip Code) 2000 PERFORMANCE EQUITY PLAN (Full Title of the Plans) MELVYN KNIGIN Chairman, President and Chief Executive Officer Movie Star, Inc. 1115 Broadway New York, New York 10010 (212) 684-3400 (Name, Address and Telephone Number, Including Area Code, of Agent For Service) with a copy to: PETER M. ZIEMBA, ESQ. Graubard Miller 405 Lexington Avenue New York, New York 10174 (212) 818-8800 CALCULATION OF REGISTRATION FEE =============================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) SHARE OFFERING PRICE REGISTRATION FEE =============================================================================================================================== Common Stock issuable upon exercise of options 50,000 $0.625(2) $411,530.00 $48.44 granted and outstanding under the Registrant's 100,000 $0.6875(2) 2000 Performance Equity Plan ("2000 Plan")(2) 40,000 $0.875(2) 100,000 $1.0625(2) 75,000 $1.40(2) 48,000 $1.36(2) ------------------------------------------------------------------------------------------------------------------------------- Common Stock issuable upon exercise of awards 337,000 $0.93(3) $313,410.00 $36.89 that may be granted under the 2000 Plan ------------------------------------------------------------------------------------------------------------------------------- TOTAL $724,940.00 $85.33 =============================================================================================================================== (1) Represents the maximum number of shares of common stock that may be issued by us under the 2000 Plan. Pursuant to Rule 416, there are also being registered additional shares of common stock as may become issuable pursuant to the anti-dilution provisions of each of such plans. (2) Represents the exercise prices payable for the shares issuable upon exercise of outstanding options granted under the Plan, in accordance with Rule 457(h) promulgated under the Securities Act of 1933, as amended ("Securities Act"). (3) Based on the last sale price of our common stock on March 31, 2005, as reported by the American Stock Exchange, in accordance with Rules 457(c) and 457(h) promulgated under the Securities Act. --------------------- In accordance with the provisions of Rule 462 promulgated under the Securities Act, the Registration Statement will become effective upon filing with the Securities and Exchange Commission ("SEC"). --------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of the Instructions to Form S-8. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by us with the SEC are incorporated by reference in this Registration Statement: o Annual Report on Form 10-K for the fiscal year ended June 30, 2004, filed with the SEC pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"); o Quarterly Reports on Form 10-Q for the quarters ended September 30, 2004 and December 31, 2004, filed with the SEC pursuant to Section 13(a) of the Exchange Act; o Proxy Statement, dated October 25, 2004; o Current Report on Form 8-K, dated December 6, 2004, filed with the SEC on December 14, 2004; o Current Report on Form 8-K, dated December 10, 2004, filed with the SEC on December 15, 2004; and o The description of the Common Stock contained in Registrant's Registration Statement on Form S-14 (File No. 2-70365), filed pursuant to Section 12(b) of the Exchange Act, including any amendment(s) or report(s) filed for the purpose of updating such description. In addition, all documents subsequently filed by us 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 have been sold or that deregisters all securities then remaining unsold, is deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement is modified or superseded for all purposes to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that is incorporated by reference modifies or replaces such statement. ITEM 4. DESCRIPTION OF SECURITIES. Our common stock is registered under Section 12(b) of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 721 through 726, inclusive, of the Business Corporation Law of New York ("BCL") authorizes New York corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been officers or directors and to purchase and maintain insurance for indemnification of such officers and directors. Section 402(b) of the BCL permits a corporation, by so providing in its certificate of incorporation, to eliminate or limit directors' personal liability to the corporation or its shareholders for damages arising out of certain alleged breaches of their duties as directors. The BCL, however, provides that no such limitation of liability may affect a director's liability with respect to any of the following: (1) acts or omissions made in bad faith or which involved intentional misconduct or a knowing violation of law; (2) any transaction from which the director derived a financial profit or other advantage to which he was not legally entitled; (3) the declaration of dividends or other distributions or purchase or redemption of shares in violation of the BCL; or (4) the distribution of assets to shareholders after dissolution of the corporation without paying or adequately providing for all known liabilities of the corporation or making loans to directors in violation of the BCL. In addition, Article 8 of the Registrant's Restated Certificate of Incorporation provides for indemnification of directors and officers of the Registrant to the fullest extent permitted by law, as now in effect or later amended. The Registrant currently provides liability insurance for each director and certain officers for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of the Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit No. Description ----------- ----------- 4.1 2000 Performance Equity Plan* 5.1 Opinion of Graubard Miller* 23.1 Consent of Independent Registered Public Accounting Firm* 23.2 Consent of Independent Registered Public Accounting Firm* 23.3 Consent of Graubard Miller (included in Exhibit 5.1)* 24.1 Powers of Attorney (included on the signature page to this Registration Statement)* * Filed Herewith 3 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to include any additional or changed material information on the plan of distribution. (2) That, for the purpose of determining liability under the Securities Act, each 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 file a post-effective amendment to remove from registration any of the securities being registered which remain unsold at the end of the offering. (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. 4 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 New York, State of New York, on this 31st day of March, 2005. MOVIE STAR, INC. By: /s/ Melvyn Knigin ------------------------------- Melvyn Knigin Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Melvyn Knigin, Saul Pomerantz or Thomas Rende his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorney-in-fact and agent, or his 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 date indicated. /s/ Melvyn Knigin -------------------------- Chairman, President and Chief March 31, 2005 Melvyn Knigin Executive Officer /s/ Saul Pomerantz -------------------------- Executive Vice President; March 31, 2005 Saul Pomerantz Chief Operating Officer; Secretary & Director /s/ Thomas Rende -------------------------- Chief Financial Officer (Principal March 31, 2005 Thomas Rende Financial & Accounting Officer) and Director /s/ Joel M. Simon -------------------------- Director March 31, 2005 Joel M. Simon /s/ Michael A. Salberg -------------------------- Director March 31, 2005 Michael A. Salberg /s/ Peter Cole -------------------------- Director March 31, 2005 Peter Cole /s/ John L. Eisel -------------------------- Director March 31, 2005 John L. Eisel 5 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 2000 Performance Equity Plan* 5.1 Opinion of Graubard Miller* 23.1 Consent of Independent Registered Public Accounting Firm* 23.2 Consent of Independent Registered Public Accounting Firm* 23.3 Consent of Graubard Miller (included in Exhibit 5.1)* 24.1 Powers of Attorney (included on the signature page to this Registration Statement)* * Filed Herewith 6