Registration No. 333- - -------------------------------------------------------------------------------- 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 plan) James H. Dickelman Copy to: Schultz Sav-O Stores, Inc. 2215 Union Avenue Steven R. Barth Sheboygan, Wisconsin 53081 Foley & Lardner (920) 457-4433 777 East Wisconsin Avenue (Name, address and telephone number, including area Milwaukee, Wisconsin 53202 code, of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of Amount Proposed Maximum Proposed Maximum Amount of Securities to be to be Offering Price Aggregate Offering Registration Registered Registered Per Share Price Fee - -------------------------------------------------------------------------------- Common Stock, 500,000 $16.125 (1) $8,062,500 (1) $2,241.00 $.10 par value shares (2) - -------------------------------------------------------------------------------- (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 as reported on the Nasdaq National Market on May 10, 1999. (2) This Registration Statement registers an additional 500,000 shares under the Registrant's 1995 Equity Incentive Plan, under which 750,000 shares have already been registered (SEC File No. 33-59503). --------------------------------- In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Registrant's 1995 Equity Incentive Plan. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to the same employee benefit plan is already effective. Pursuant to General Instruction E of this Form, the Registrant incorporates by reference into this Registration Statement the contents of the Registration Statement on Form S-8 (Reg. No. 33-59503) as filed with the Commission on May 22, 1995, including exhibits thereto. 2 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, Wisconsin on this 12th day of May, 1999. SCHULTZ SAV-O STORES. INC. /s/ James H. Dickelman ------------------------------ James H. Dickelman, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Schultz Sav-O Stores, Inc. hereby severally constitute and appoint James H. Dickelman, John H. Dahly and Steven R. Barth, and each of them singly, our tue and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may 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 below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE --------- ----- ---- /s/ James H. Dickelman Chairman of the Board, President, May 12, 1999 - -------------------------- Chief Executive Officer and James H. Dickelman Director (Principal Executive Officer) /s/ John H. Dahly Executive Vice President, Chief May 12, 1999 - -------------------------- Financial Officer and Director John H. Dahly (Principal Financial Officer) /s/ Armand C. Go Treasurer and Chief Accounting May 12, 1999 - -------------------------- Officer Armand C. Go (Principal Accounting Officer) /s/ Steven R. Barth Director May 12, 1999 - -------------------------- Steven R. Barth /s/ Martin Crneckiy, Jr. Director May 12, 1999 - -------------------------- Martin Crneckiy, Jr. /s/ R. Bruce Grover Director May 12, 1999 - -------------------------- R. Bruce Grover /s/ Michael Houser Director May 12, 1999 - -------------------------- Michael Houser /s/ William K. Jacobson Director May 12, 1999 - -------------------------- William K. Jacobson 3 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 4.1 Restated Articles of Incorporation, as amended. Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988. 4.2 By-laws, as amended and restated. Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. 5 Opinion of Foley & Lardner. 23.1 Consent of Arthur Andersen LLP, independent public Accountants. 23.2 Consent of Foley & Lardner (contained in opinion of Foley & Lardner filed as Exhibit 5). 24 Power of Attorney (set forth on the signature page to this Registration Statement). 4