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Registration No. 333-________
As filed with the Securities and Exchange Commission on August 28, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Venator Group, Inc.
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(Exact name of registrant as specified in its charter)
New York 13-3513936
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 Broadway, New York, New York 10279
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(Address of Principal Executive Offices) (Zip Code)
Venator Group 1998 Stock Option and Award Plan
(Full title of the plan)
General Counsel, Venator Group,Inc.,
233 Broadway, New York, NY 10279
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)(212) 553-2000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit(1) price fee
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Common Stock, 6,000,000 $12.0938 $72,562,800 $21,406
$.01 par value Shares
(including the
associated
Preferred Stock
Purchase Rights)
(1) In accordance with Rule 457 under the Securities Act of 1933, solely for the
purpose of calculating the registration fee, the maximum offering price per unit
is based on the average of the high and low prices of Registrant's common stock
as reported on the Composite Tape for New York Stock Exchange Listed Stocks on
August 20, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference in this
Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1998;
(b) Registrant's Quarterly Report on Form 10-Q for the period ended May
2, 1998; and Registrant's Current Reports on Form 8-K dated March 11, 1998,
April 6, 1998, May 7, 1998 and August 12, 1998.
(c) the description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-B filed on August 7, 1989,
including any amendments or reports filed for purposes of updating such
description.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall hereby be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Article IX of the By-laws of Registrant requires Registrant to indemnify,
to the fullest extent permitted by applicable law, any person who (a)
is or was made, or threatened to be made, a party to any action or proceeding
because that person or his or her testator or intestate is or was a director or
officer of Registrant or served, or is serving, at the request of Registrant as
a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
against judgments, fines, amounts paid in settlement and expenses incurred as a
result of such action or proceeding, or appeal therein, and (b) has met the
standards set forth in Section 721 of the New York Business Corporation Law (the
"NYBCL"). Section 721 of the NYBCL provides that no indemnification is to be
provided to any person who is a director or officer if a judgment or other final
adjudication adverse to such person establishes that (a) his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
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and, in either case, were material to the cause of action so adjudicated,
or (b) he or she personally gained, in fact, a financial profit or other
advantage to which he or she was not legally entitled.
Article IX of the By-laws also provides that Registrant shall, from
time to time, reimburse or advance to any person indemnified thereunder the
funds necessary for payment of expenses incurred in connection with any action
or proceeding subject to such indemnification, upon receipt by Registrant of a
written undertaking by or on behalf of such person to repay such amounts(s) if a
judgment or other final adjudication adverse to the director or officer
establishes that he or she did not meet the standards set forth in Section 721
of the NYBCL.
Article IX of the By-laws also expressly authorizes Registrant to enter
into agreements providing for indemnification or the advancement of expenses to
the fullest extent permitted by applicable law. As more fully explained below,
Registrant has entered into (or intends to enter into) agreements with each of
Registrant's directors and officers to provide for indemnification to the
fullest extent permitted by applicable law.
Article TENTH of Registrant's Certificate of Incorporation requires
Registrant to indemnify its directors and officers, and permits Registrant to
indemnify others, to the fullest extent permitted by applicable law. The extent
and limitations of indemnification under Article TENTH of Registrant's
Certificate of Incorporation are substantially identical to the indemnification
provisions set forth in Article IX of Registrant's Bylaws.
Article ELEVENTH of Registrant's Certificate of Incorporation provides
that no director of Registrant shall be personally liable to Registrant or to
any of its shareholders for monetary damages for breach of fiduciary duty as a
director, except if a judgment or other final adjudication adverse to such
director establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that such
director gained, in fact, a financial profit or other advantage to which he or
she was not legally entitled or that such director's acts violated Section 719
of the NYBCL.
As previously noted, Registrant has entered into indemnification
agreements with each of its directors and officers (and intends in the future to
enter into similar indemnification agreements with other persons who become
directors or officers of Registrant) which require Registrant to, among other
things, indemnify each director or officer for any and all judgments, fines,
amounts paid in settlement and expenses incurred in connection with
investigating, defending, being a witness or participating in any threatened,
pending or completed action, suit, proceeding, inquiry or investigation, and to
advance to each such director or officer his or her costs and expenses of any
such suit, proceeding, inquiry or investigation if such director or officer
undertakes to pay back such advances to the extent required by law. Prior to a
"Change in Control" (as defined in each indemnification agreement) of
Registrant, a director or officer is not entitled to indemnification under such
agreement in any action or proceeding voluntarily commenced by such indemnitee
against
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Registrant or any director or officer of Registrant, unless the institution of
such action or proceedings is joined in or consented to by Registrant.
Sections 721 through 726 of the NYBCL provide for indemnification of
directors and officers. If a director or officer is successful on the merits or
otherwise in a legal proceeding, such person must be indemnified to the extent
he or she was successful. Further, indemnification is permitted in both
third-party and derivative suits if such person acted in good faith and for a
purpose he or she reasonably believed was in the best interest of Registrant,
and if, in the case of a criminal proceeding, he or she had no reasonable cause
to believe his or her conduct was unlawful. Indemnification under this provision
applies to judgments, fines, amounts paid in settlement and reasonable expenses,
in the case of derivative actions. In a derivative action, however, a director
or officer may not be indemnified for amounts paid to settle such a suit or for
any claim, issue or matter as to which such person shall have been adjudged
liable to Registrant absent a court determination that the person is fairly and
reasonably entitled to indemnity. Notwithstanding the failure of Registrant to
provide indemnification and despite any contrary resolution of the board of
directors, indemnification shall be awarded by the proper court pursuant to
Section 724 of the NYBCL. Under New York law (and as provided in Article IX of
Registrant's By-laws and in the indemnification agreements previously
described), expenses may be advanced upon receipt of an undertaking by or on
behalf of the director or officer to repay the amounts in the event the
recipient is ultimately found not to be entitled to indemnification. The advance
is conditioned only upon receipt of the undertaking and not upon a finding that
the officer or director has met the applicable indemnity standards.
In addition, Registrant has directors and officers liability insurance
policies.
Item 7. Exemption From Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The exhibits filed as part of or incorporated by reference in this
Registration Statement are listed in the Index of Exhibits that begins on page
7.
Item 9. Undertakings.
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Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
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(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(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; and
(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 the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by Registrant pursuant to Section 13 or Section 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, 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 the 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 hereby which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and 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 this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and 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 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant 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. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted against
Registrant by such director, officer or controlling person in connection with
the securities being registered, 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.
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SIGNATURES
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The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 August 24, 1998.
VENATOR GROUP, INC.
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By: /s/ Roger N. Farah
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Roger N. Farah
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on August 24, 1998.
Signature Title
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/s/ Roger N. Farah Director, Chairman of the Board
- ----------------- Chief Executive Officer
Roger N. Farah
/s/ Reid Johnson Senior Vice President and Chief
- ---------------- Financial Officer
Reid Johnson
/s/ Bruce L. Hartman Vice President and Controller
- -------------------- Director, President and Chief
Bruce L. Hartman
/s/ Dale W. Hilpert Operating Officer
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Dale W. Hilpert
J. Carter Bacot* Director
Purdy Crawford* Director
Philip H. Geier, Jr.* Director
Jarobin Gilbert, Jr.* Director
Allan Z. Loren* Director
Margaret P. MacKimm* Director
John J. Mackowski* Director
James E. Preston* Director
Christopher A. Sinclair* Director
* Roger N. Farah, by signing his name hereto, is also signing as
attorney-in-fact for the named directors.
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VENATOR GROUP, INC.
INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 The rights of holders of the Registrant's equity
securities are defined in the Registrant's
Certificate of Incorporation, as filed by the
Department of State of the State of New York on April
7, 1989 (incorporated herein by reference to Exhibit
3(i)(a)to the Quarterly Report on Form 10-Q for the
quarterly period ended July 26, 1997 filed by the
Registrant with the SEC on September 4, 1997 (the
"July 26, 1997 Form 10-Q")), as amended on July 20,
1989, July 24, 1990, and July 9, 1997,(incorporated
herein by reference to Exhibit 3(i)(b) to the July
26, 1997 Form 10-Q).
4.1(a) Certificate of Amendment of the Certificate of
Incorporation, as filed by the Department of State of
the State of New York on June 11, 1998.
4.2 Registrant's By-laws, amended as of August 12,
1998.
4.3 Rights Agreement dated as of March 11, 1998 between
Woolworth Corporation (now, Venator Group, Inc.) and
First Chicago Trust Company of New York, as Rights
Agent (incorporated herein by reference to Exhibit 4
to the Registrant's Form 8-K dated March 11, 1998).
4.4 Indenture dated as of October 10, 1991 (incorporated
herein by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-3 (Registration No.
33-43334) previously filed with the SEC).
4.5 Forms of Medium-Term Notes (Fixed Rate and Floating
Rate) (incorporated herein by reference to Exhibits
4.4 and 4.5 to the Registration Statement on Form S-3
(Registration No. 33-43334) previously filed with the
SEC).
4.6 Form of 8 1/2% Debentures due 2022 (incorporated
herein by reference to Exhibit 4 to Registrant's
Form 8-K dated January 16, 1992).
4.7 Purchase Agreement dated June 1, 1995 and Form of 7%
Notes due 2000 (incorporated herein by reference to
Exhibits 1 and 4, respectively, to Registrant's Form
8-K dated June 7, 1995).
4.8 Distribution Agreement dated July 13, 1995 and
Forms of Fixed Rate and Floating Rate Notes
(incorporated herein by reference to Exhibits
1,4.1, and 4.2, respectively, to Registrant's
Form 8-K dated July 13, 1995).
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5 Opinion of Skadden, Arps, Slate, Meagher & Flom
LLP.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom
LLP is contained in its opinion filed as Exhibit
5 to this Registration Statement.
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney granted to Roger N. Farah, Dale W.
Hilpert and Gary M. Bahler.
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