**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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**FORM 10-K**

 

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For The Fiscal Year Ended December 30, 2006**

 

**Commission File Number 1-08056**

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**HANOVER DIRECT, INC.**

**(Exact Name of Registrant as Specified in Its Charter)**

 

| **Delaware**                                                       | **13-0853260**                        |
|--------------------------------------------------------------------|---------------------------------------|
| **(State or Other Jurisdiction of Incorporation or Organization)** | **(IRS Employer Identification No.)** |
|                                                               |                                  |
| **1500 Harbor Boulevard, Weehawken, New Jersey**                   | **07086**                             |
| **(Address of Principal Executive Offices)**                       | **(Zip Code)**                        |

 

**(201) 863-7300**

**(Registrant’s Telephone Number, Including Area Code)**

 

**Securities registered pursuant to Section 12(b) of the Act:**None 

 

**Securities registered pursuant to Section 12(g) of the Act:**Common Stock, $0.01 Par Value 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

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

|   | Large accelerated filer o | Accelerated filer o | Non-accelerated filer x |
|--------|---------------------------|---------------------|-------------------------|

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yeso  No x

 

As of July 1, 2006, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $9,158,934 (based on the closing price of the Common Stock on the Pink Sheets on July 1, 2006 of $1.30 per share; shares of Common Stock owned by directors and officers of the Company are excluded from this calculation; such exclusion does not represent a conclusion by the Company that all of such directors and officers are affiliates of the Company).

 

As of March 1, 2007, the registrant had 22,426,296 shares of Common Stock outstanding.

 

**Documents Incorporated by Reference**

 

Portions of the registrant’s Proxy Statement relating to its Annual Stockholders’ Meeting, to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on or about April 12, 2007 (the “Proxy Statement”)  are incorporated by reference into Part III of this Form 10-K.  

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