Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
SCHULTZ SAV-O STORES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0600405
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2215 Union Avenue
Sheboygan, Wisconsin 53081
(Address of principal executive offices) (Zip Code)
Schultz Sav-O Stores, Inc.
1995 Equity Incentive Plan
(Full title of the plans)
____________________
James H. Dickelman
Schultz Sav-O Stores, Inc.
2215 Union Avenue
Sheboygan, Wisconsin 53081
(414) 457-4433
(Name, address and telephone number,
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock, 250,000 $21.50(1) $5,375,000(1) $1,854
$0.05 par shares
value
Common Stock 250,000 (2) (2) (2)
Purchase Rights rights
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Schultz Sav-O
Stores, Inc. Common Stock on the Nasdaq National Market on
May 16, 1995.
(2) The value attributable to the Common Stock Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
_________________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Schultz
Sav-O Stores, Inc. (the "Company") are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, which includes certified financial statements as of and
for the year ended December 31, 1994.
2. All other reports filed since December 31, 1994 by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934.
3. The description of the Company's Common Stock contained
under the Section entitled "Description of Capital Stock" in the Company's
Form S-2 Registration Statement No. 33-27171, dated March 22, 1989, and
any amendments or reports filed by the Company for the purpose of updating
such description.
4. The description of the Rights contained in Item 1 of the
Company's Registration Statement on Form 8-A, dated December 21, 1988, and
any amendments or reports filed for the purpose of updating such
description, including the amendment to the description of the Rights
contained in Item 1 of the Form 8 Amendment to the Form 8-A Registration
Statement, dated as of February 20, 1989 and the Letter dated June 30,
1992 appointing Firstar Trust Company as the successor rights agent under
the Rights Agreement.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of filing of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Bernard S. Kubale, a Director of the Company, is a partner at
Foley & Lardner, which serves as the Company's general counsel.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law, directors
and officers of the Company are entitled to mandatory indemnification from
the Company against certain liabilities and expenses (i) to the extent
such officers or directors are successful in the defense of a proceeding
and (ii) in proceedings in which the director or officer is not successful
in defense thereof, unless it is determined that the director or officer
breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with
the Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation
of the criminal law unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. It should be noted that the Wisconsin Business Corporation
Law specifically states that it is the public policy of Wisconsin to
require or permit indemnification in connection with a proceeding
involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status as directors except
in circumstances paralleling those in subparagraphs (a) through (d)
outlined above.
The Company's By-Laws contain similar indemnification provisions
as to directors and officers of the Company.
The Company has entered into individual indemnity agreements
with its directors and certain officers. Generally, the agreements state
that the director or officer who is a party thereto shall be indemnified
against expenses, amounts paid in settlement and judgments, fines,
penalties and/or other amounts incurred with respect to any threatened,
pending or completed proceeding (including, without limitation,
proceedings brought under and/or predicated upon the Securities Act and/or
the Exchange Act), unless it is determined that the director or officer
breached or failed to perform his or her duties to the Company and such
breach or failure constitutes (i) a willful failure to deal fairly with
the Company or its shareholders; (ii) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct.
In addition, with respect to the indemnification of settlement amounts,
the Company will not indemnify a director or officer for amounts paid in
settlement without the Company's written consent.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The Company maintains an insurance policy which indemnifies its
officers and directors against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) Schultz Sav-O Stores, Inc. 1995
Equity Incentive Plan
(4.2) Restated Articles of
Incorporation, as amended
[Incorporated by reference to
Exhibit 3.1 to the Company's
Annual Report on Form 10-K for
the year ended December 31,
1988]
(4.3) Rights Agreement dated December
20, 1988 between the Company and
First Bank (N.A.), Milwaukee,
Wisconsin [Incorporated by
reference to Exhibit 4 to
Company's Current Report on
Form 8-K dated December 21,
1988]
(4.4) Amendment to Rights Agreement
dated February 2, 1989 between
the Company and First Bank
(N.A.), Milwaukee, Wisconsin
[Incorporated by reference to
Exhibit 2 to the Company's Form
8 dated February 20, 1989]
(4.5) Letter dated June 30, 1992
constituting appointment of
Firstar Trust Company (f/k/a
First Wisconsin Trust Company)
as the successor rights agent
under the Rights Agreement dated
December 20, 1988, as amended
[Incorporated by reference to
the Company's Annual Report on
Form 10-K dated March 31, 1994]
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner
(contained in Exhibit 5 hereto)
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represents 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 (a)(1)(i) and (a)(1)(ii) 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 the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered herein, 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 of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
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 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 of 1933, as amended, 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 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 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 City of Sheboygan, State of Wisconsin,
on May 10, 1995.
SCHULTZ SAV-O STORES, INC.
By: /s/ John H. Dahly
John H. Dahly
Executive Vice President and
Chief Financial Officer
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.
Signatures Title Date
/s/ James H. Dickelman Chairman of the Board, May 10, 1995
James H. Dickelman Chief Executive Officer
and Director (principal
executive officer)
/s/ John H. Dahly Executive Vice May 10, 1995
John H. Dahly President, Chief
Financial Officer and
Director (Principal
Financial and
Accounting Officer)
/s/ Howard C. Dickelman
Howard C. Dickelman Director May 10, 1995
/s/ Thomas H. Fox Director May 10, 1995
Thomas H. Fox
/s/ Bernard S. Kubale Director May 10, 1995
Bernard S. Kubale
/s/ Martin Crneckiy, Jr. Director May 10, 1995
Martin Crneckiy, Jr.
/s/ R. Bruce Grover Director May 10, 1995
R. Bruce Grover
/s/ Michael R. Houser Director May 10, 1995
Michael R. Houser
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Schultz Sav-O Stores, Inc. 1995
Equity Incentive Plan
(4.2) Restated Articles of
Incorporation, as amended
[Incorporated by reference to
Exhibit 3.1 to the Company's
Annual Report on Form 10-K for
the year ended December 31,
1988]
(4.3) Rights Agreement dated December
20, 1988 between the Company and
First Bank (N.A.), Milwaukee,
Wisconsin [Incorporated by
reference to Exhibit 4 to
Company's Current Report on
Form 8-K dated December 21,
1988]
(4.4) Amendment to Rights Agreement
dated February 2, 1989 between
the Company and First Bank
(N.A.), Milwaukee, Wisconsin
[Incorporated by reference to
Exhibit 2 to the Company's Form
8 dated February 20, 1989]
(4.5) Letter dated June 30, 1992
constituting appointment of
Firstar Trust Company (f/k/a
First Wisconsin Trust Company)
as the successor rights agent
under the Rights Agreement dated
December 20, 1988, as amended
[Incorporated by reference to
the Company's Annual Report on
Form 10-K dated March 31, 1994]
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner
(contained in Exhibit 5 hereto)