Registration No.__________
As filed with the Securities and Exchange Commission on March 24, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0493875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23233
(Address of Principal Executive Offices) (Zip Code)
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1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
FOR CARMAX GROUP EMPLOYEES,
AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 15, 2000
(Full title of the plan)
Richard L. Sharp, Chief Executive Officer
and Chairman of the Board
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
(Name and address of agent for service)
(804) 527-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE:
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered (1) Maximum Maximum Registration Fee
Registered Offering Price Aggregate Offering
Per Share (2) Price (2)
Circuit City 1,000,000 $2.2188 $2,218,800 $585.76
Stores, Inc.--
Carmax Group
Common Stock,
Par Value $.50,
With Attached
Rights to
Purchase
Preferred Stock,
Series F, Par
Value $20.00 (1)
(1) The Rights to Purchase Series F Preferred Stock will be attached to and
trade with shares of CarMax Group Common Stock. Value attributable to
such rights, if any, will be reflected in the market price of the
shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee.
Based on the average of the high and low prices of the CarMax Group
Common Stock reported in the consolidated reporting system on March 21,
2000.
The Securities covered by this Registration Statement will be sold to
employees of the Company and its subsidiaries from time to time under
the 1997 Circuit City Stores, Inc. Employee Stock Purchase Plan for
CarMax Group Employees, as amended and restated.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Circuit City Stores, Inc. (the "Company"), hereby incorporates by reference
into this Registration Statement the documents listed below:
(a) the Company's Annual Report on Form 10-K (File No. 1-5767) for the
fiscal year ended February 28, 1999, filed with the Commission on May
25, 1999;
(b) the Company's Current Report on Form 8-K (File No. 1-5767), filed with
the Commission on June 17, 1999;
(c) the Company's Quarterly Report on Form 10-Q (File No. 1-5767) for the
quarterly period ended May 31, 1999, filed with the Commission on July
15, 1999, as amended by the Company's Amended Quarterly Report on Form
10-Q/A (File No. 1-5767) for the quarterly period ended May 31, 1999,
filed with the Commission on July 21, 1999;
(d) the Company's Quarterly Report on Form 10-Q (File No. 1-5767) for the
quarterly period ended August 31, 1999, filed with the Commission on
October 15, 1999;
(e) the Company's Quarterly Report on Form 10-Q (File No. 1-5767) for the
quarterly period ended November 30, 1999, filed with the Commission on
January 14, 2000;
(f) the description of the Company's Circuit City Group Common Stock and
CarMax Group Common Stock contained in the Registration Statement on
Form 8-A filed with the Commission on January 2, 1997, as amended on
Forms 8-A/A filed with the Commission on January 31, 1997, July 8,
1997, April 28, 1998, and May 7, 1999, and as the same may be further
amended after the date hereof (File No. 1-5767); and
(g) the description of the Rights to Purchase Preferred Stock, Series F,
contained in the Registration Statement on Form 8-A filed with the
Commission on April 28, 1998, as amended on Form 8-A/A filed with the
Commission on May 7, 1999, and as the same may be amended further
after the date hereof (File No. 1-5767).
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In addition, all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the respective dates of filing of such documents.
Item 6. Indemnification of Directors and Officers.
The laws of the Commonwealth of Virginia pursuant to which the Company is
incorporated permit it to indemnify its officers and directors against certain
liabilities with the approval of its shareholders. The Amended and Restated
Articles of Incorporation of the Company, which have been approved by its
shareholders, provide for the indemnification of each director and officer
(including former directors and officers and each person who may have served at
the request of the Company as a director or officer of any other legal entity
and, in all such cases, his or her heirs, executors and administrators) against
liabilities (including expenses) reasonably incurred by him or her in connection
with any actual or threatened action, suit or proceeding to which he or she may
be made a party by reason of his or her being or having been a director or
officer of the Company, except in relation to any action, suit or proceeding in
which he or she has been adjudged liable because of willful misconduct or a
knowing violation of the criminal law. The Company has purchased directors' and
officers' liability insurance policies. Within the limits of their coverage, the
policies insure (1) the directors and officers of the Company and its
subsidiaries against certain losses resulting from claims against them in their
capacities as directors and officers to the extent that such losses are not
indemnified by the Company and (2) the Company to the extent that it indemnifies
such directors and officers for losses as permitted under the laws of Virginia.
Item 8. Exhibits.
See Exhibit Index following signatures.
Item 9. Undertakings.
(a) The undersigned registrant 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 as amended (the
"Securities Act");
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(ii) To reflect in the prospectus any facts or events
after the effective date of the 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 the Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each such post-effective
amendment and each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
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such director, officer or controlling person in connection with the securities
being registered, the registrant 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 and will be governed by
the final adjudication of such issue.
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 County of Henrico, Commonwealth of Virginia, on March 24,
2000.
CIRCUIT CITY STORES, INC.
Registrant
By: _____________________________
Michael T. Chalifoux
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Richard L. Sharp *
- --------------------- Chief Executive Officer and March 24, 2000
Richard L. Sharp Chairman of the Board
Alan L. Wurtzel *
- --------------------- Vice Chairman of the Board and March 24, 2000
Alan L. Wurtzel Director
- --------------------- Executive Vice President, Chief March 24, 2000
Michael T. Chalifoux Financial Officer, Corporate
Secretary and Director
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Richard N. Cooper *
- --------------------- Director March 24, 2000
Richard N. Cooper
Barbara S. Feigin *
- --------------------- Director March 24, 2000
Barbara S. Feigin
James F. Hardymon *
- --------------------- Director March 24, 2000
James F. Hardymon
Robert S. Jepson, Jr. *
- --------------------- Director March 24, 2000
Robert S. Jepson, Jr.
W. Alan McCollough* President, Chief Operating March 24, 2000
- --------------------- Officer and Director
W. Alan McCollough
Hugh G. Robinson *
- --------------------- Director March 24, 2000
Hugh G. Robinson
- --------------------- Director March 24, 2000
Walter J. Salmon
Mikael Salovaara *
- --------------------- Director March 24, 2000
Mikael Salovaara
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John W. Snow *
- --------------------- Director March 24, 2000
John W. Snow
Edward Villanueva *
- --------------------- Director March 24, 2000
Edward Villanueva
- --------------------- Senior Vice President, Treasurer, March 24, 2000
Philip J. Dunn Corporate Controller and Chief
Accounting Officer
*By:
--------------------------
Michael T. Chalifoux
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit Document
Number
4.1 Registrant's Amended and Restated Articles of Incorporation,
effective February 3, 1997, filed with the Commission as
Exhibit 3(i)(a) to Registrant's Amended Quarterly Report on
Form 10-Q/A for the quarter ended May 31, 1999 (File No.
1-5767), are expressly incorporated herein by this reference.
4.2 Registrant's Articles of Amendment to Registrant's Amended and
Restated Articles of Incorporation, effective April 28, 1998,
filed with the Commission as Exhibit 3(i)(b) to Registrant's
Amended Quarterly Report on Form 10-Q/A for the quarter ended
May 31,1999 (File No. 1-5767), are expressly incorporated
herein by this reference.
4.3 Registrant's Articles of Amendment to Registrant's Amended and
Restated Articles of Incorporation, effective June 22, 1999,
filed with the Commission as Exhibit 3(i)(c) to Registrant's
Amended Quarterly Report on Form 10-Q/A for the quarter ended
May 31, 1999 (File No. 1-5767), are expressly incorporated
herein by this reference.
4.4 Registrant's Bylaws, as amended and restated February 15,
2000, filed herewith.
4.5 First Amended and Restated Rights Agreement dated as of
February 16, 1999, between Registrant and Norwest Bank
Minnesota, N.A., as Rights Agent, filed as Exhibit 1 to
Registrant's Form 8-A/A filed May 7, 1999 (File No. 1-5767),
is expressly incorporated herein by this reference.
5 Opinion and Consent of McGuire, Woods, Battle & Boothe LLP,
filed herewith.
23.1 Consent of KPMG LLP, filed herewith.
23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included in
Exhibit 5).
24 Powers of Attorney, filed herewith.
99.1 Registrant's 1997 Circuit City Stores, Inc. Employee Stock
Purchase Plan for CarMax Group Employees, as amended and
restated effective February 15, 2000, filed herewith.
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