As filed with the Securities and Exchange Commission
on August 2, 1994
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BEST BUY CO., INC.
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(Exact name of issuer as specified in its charter)
Minnesota 41-0907483
- ------------------------------ ----------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344
- --------------------------------------- --------------
(Address of Principal Executive Offices) (Zip Code)
Best Buy Co., Inc.
1987 Employee Non-Qualified Stock Option Plan
---------------------------------------------
(Full title of the plan)
Richard M. Schulze
7075 Flying Cloud Drive Copy of communications to:
Eden Prairie, MN 55344
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(Name and address of Anne M. Rosenberg
agent for service) Robins, Kaplan, Miller & Ciresi
2800 LaSalle Plaza
(612) 947-2000 800 LaSalle Avenue
- ---------------------- Minneapolis, MN 55402-2015
(Telephone number, (612) 349-8500
including area code,
of agent for service)
(cover page is continued on next page)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share (2) offering price fee
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Common Stock,
par value 2,000,000 $22.44 $44,880,000 $15,476
$.10 per share shares
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<FN>
(1) An undetermined number of additional shares may be issued if the anti-
dilution provisions of the Plan become operative.
(2) The shares are to be offered at prices not presently determinable.
Pursuant to Rule 457(h), the offering price is estimated solely for the
purpose of determining the registration fee on the basis of the average of
the high and low sale prices of the Registrant's Common Stock reported on
the New York Stock Exchange on July 26, 1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated in this Registration Statement by reference:
1. Registrant's Annual Report on Form 10-K for the year ended
February 26, 1994.
2. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "1934 Act") since February 27,
1994.
3. The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission pursuant to Section
12 of the 1934 Act.
All documents hereafter filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Elliot S. Kaplan, a director and Secretary of the Registrant, is also a
member of the law firm of Robins, Kaplan, Miller & Ciresi, which will be
rendering an opinion as to the legality of the securities being registered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is subject to the Minnesota Business Corporation Act,
Minnesota Statutes, Chapter 302A. Minnesota Statutes, Section 302A.521,
provides that a corporation shall indemnify any person made or threatened to be
made a party to a proceeding by reason of the former or present official
capacity of such person against judgments, penalties, fines, including, without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements and reasonable expenses, including attorneys'
fees and disbursements, incurred by such person in connection with the
proceeding, if, with respect to the acts or omissions of such person complained
of in the proceeding, such person
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(1) has not been indemnified therefor by another organization or employee
benefit plan; (2) acted in good faith; (3) received no improper personal benefit
and Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (5) reasonably
believed that the conduct was in the best interests of the corporation in the
case of acts or omissions in such person's official capacity for the
corporation, or reasonably believed that the conduct was not opposed to the best
interests of the corporation in the case of acts or omissions in such person's
official capacity for other affiliated organizations.
In addition, the Registrant's Articles of Incorporation provide that a
director of the Registrant shall not be personally liable to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty as a director
except for liability (1) for any breach of the director's duty of loyalty to the
Registrant or its shareholders; (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3) for
paying a dividend or approving a stock repurchase in violation of Minnesota
Statutes, Section 302A.551; (4) for violating the securities registration or
anti-fraud provisions of Minnesota Statutes, Section 80A.23; (5) for any
transaction from which the director derived an improper personal benefit; or (6)
for acts or omissions occurring prior to the date when the relevant provision of
the Articles of Incorporation became effective. The Articles of Incorporation
do not limit directors' liability for violations of the federal securities laws.
The Articles of Incorporation are consistent with the Minnesota Business
Corporation Act and if such Act is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Registrant would be eliminated or limited to the fullest
extent permitted by Minnesota law.
As of July 1, 1994, the Registrant obtained a Directors' and Officers'
Liability Insurance Policy, with coverage of $15 million, subject to various
deductibles and exclusions from coverage. There is no coverage for liabilities
arising in connection with the filing of a registration statement by the
Registrant under the Securities Act of 1933 (the "1933 Act") or under any
underwriting agreement entered into in connection with a public offering of
securities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
Exhibits
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4.1 Amended and Restated Articles of Incorporation of the
Registrant, as amended, defining the rights of holders of
its Common Stock (incorporated by reference to Exhibit 3.1
filed as part of the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 26, 1994 [File
No. 1-9595]).
4.2 Amended and Restated By-Laws of the Registrant, as amended,
defining the rights of holders of its Common Stock
(incorporated by reference to Exhibit 4.2 filed as part of
the Registrant's Registration Statement on Form S-3 [Reg.
No. 33-43065] and Exhibit 3.1 filed as part of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1991 [File No. 1-9595]).
4.3 Best Buy Co., Inc. 1987 Employee Non-Qualified Stock Option
Plan, as amended (incorporated by reference to Exhibit 10.1
filed as part of the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 26, 1994 [File No. 1-
9595]).
5 Opinion of Robins, Kaplan, Miller & Ciresi as to the shares
of Common Stock being registered.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Robins, Kaplan, Miller & Ciresi (contained in
their opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page hereto).
ITEM 9. UNDERTAKINGS.
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:
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(a) to include any prospectus required by Section 10(a)(3) of the
1933 Act;
(b) 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, represent a fundamental change in the
information set forth in the Registration Statement; and
(c) 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) and (b), 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 the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in this Registration Statement;
2. That, for the purpose of determining any liability under the 1933 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;
4. That, for purposes of determining any liability under the 1933 Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act that is incorporated by reference in the
Registration Statement 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; and
5. Insofar as indemnification for liabilities arising under the 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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
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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 1933 Act and will be governed by the final
adjudication of such issue.
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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 Minneapolis, State of Minnesota, on this 1st day of
August, 1994.
BEST BUY CO., INC.
By: /s/ RICHARD M. SCHULZE
---------------------------
Richard M. Schulze
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints RICHARD
M. SCHULZE and ALLEN U. LENZMEIER, and each of them, his true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to the Registration Statement on Form S-8 and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ RICHARD M. SCHULZE Chairman, Chief August 1, 1994
- ---------------------- Executive Officer
Richard M. Schulze (principal executive
officer) and Director
/s/ ALLEN U. LENZMEIER Executive Vice August 1, 1994
- ---------------------- President and Chief
Allen U. Lenzmeier Financial Officer
(principal financial
officer)
/s/ ROBERT C. FOX Senior Vice President-
- ---------------------- Finance and Treasurer August 1, 1994
Robert C. Fox (principal accounting
officer)
/s/ ELLIOT S. KAPLAN Secretary and August 1, 1994
- ------------------------ Director
Elliot S. Kaplan
/s/ FRANK D. TRESTMAN Director August 1, 1994
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Frank D. Trestman
/s/ BRADBURY H. ANDERSON Director August 1, 1994
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Bradbury H. Anderson
Director , 1994
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Culver Davis, Jr.
Director , 1994
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David Stanley
Director , 1994
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James C. Wetherbe
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EXHIBIT INDEX
SEQUENTIAL
EXHIBITS PAGE NO.
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4.1 Amended and Restated Articles of Incorporation of
the Registrant, as amended, defining the rights of
holders of its Common Stock (incorporated by
reference to Exhibit 3.1 filed as part of the
Registrant's Annual Report on Form 10-K for the
fiscal year ended February 26, 1994 [File No.
1-9595]).
4.2 Amended and Restated By-Laws of the Registrant, as
amended, defining the rights of holders of its
Common Stock (incorporated by reference to
Exhibit 4.2 filed as part of the Registrant's
Registration Statement on Form S-3 [Reg. No. 33-
43065] and Exhibit 3.1 filed as part of the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1991 [File No.
1-9595]).
4.3 Best Buy Co., Inc. 1987 Employee Non-Qualified
Stock Option Plan, as amended (incorporated by
reference to Exhibit 10.1 filed as part of the
Registrant's Annual Report on Form 10-K for the
fiscal year ended February 26, 1994 [File No.
1-9595]).
5 Opinion of Robins, Kaplan, Miller & Ciresi as to
the shares of Common Stock being registered.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Robins, Kaplan, Miller & Ciresi
(contained in their opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page
hereto).
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