AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EGGHEAD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-1296187
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NO.)
22011 S.E. 51ST STREET
P.O. BOX 7004
ISSAQUAH, WASHINGTON 98027
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1993 STOCK OPTION PLAN
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
BRIAN W. BENDER
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
EGGHEAD, INC.
22011 S.E. 51ST STREET
P.O. BOX 7004
ISSAQUAH, WASHINGTON 98027
(206) 391-0800
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPY TO:
MICHAEL E. STANSBURY
PERKINS COIE
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
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COMMON STOCK,
$.01 PAR VALUE 3,466,780 $9.625 $33,367,757 $11,506
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<FN>
(1) Of this number, 3,291,780 shares are being registered for issuance under
the 1993 Stock Option Plan and 175,000 shares are being registered for
issuance under the Nonemployee Director Stock Option Plan, together with an
indeterminate number of additional shares which may be necessary to adjust
the number of shares reserved for issuance pursuant to the 1993 Stock
Option Plan and the Nonemployee Director Stock Option Plan as the result of
any future stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Registrant.
(2) Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended
(the "Securities Act"), solely for the purpose of calculating the amount of
the registration fee. The price per share is estimated to be $9.625 based
on the average of the high and low trading prices for the Common Stock in
the over-the-counter market on May 25, 1995, as reported on the Nasdaq
National Market.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's latest Annual Report on Form 10-K for the year
ended April 1, 1995, filed with the Securities and Exchange Commission (the
"Commission") on May 25, 1995;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on Form 10-
K referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on May 13, 1988
under Section 12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such descriptions.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
A. As permitted by Section 23B.08.320 of the Washington Business Corporation
Act, Article X of the Registrant's Articles of Incorporation limits a director's
liability to the Registrant or its shareholders for monetary damages arising
from his or her conduct as a director, except for acts or omissions that involve
intentional misconduct or a knowing violation of law, approval of distributions
or loans in violation of Section 23B.06.400 of the Washington Business
Corporation Act or any transaction from which the director will personally
receive a benefit in money, property or services to which the director is not
legally entitled.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act. As permitted by
Section 23B.08.560 of the Washington Business Corporation Act, Article IX of the
Registrant's Bylaws provides that the Registrant shall indemnify its officers
and directors and may indemnify its employees and other agents against any and
all loss, liability, expenses (including attorneys' fees), judgments, fines,
ERISA excise taxes or penalties and amounts to be paid in settlement (each, a
"Loss") actually and reasonably incurred or suffered in connection with any
actual or threatened claim, suit or proceeding, whether civil, criminal,
administrative or investigative, except for a Loss arising out of acts or
omissions finally adjudged to be intentional misconduct or a known violation of
law, approval of distributions or loans that are finally adjudged to be in
violation of RCW 23B.06.400 or any transaction in which it is finally adjudged
that the indemnitee personally received a benefit in money, property or services
to which the indemnitee was not legally entitled. The Registrant's Bylaws also
permit it to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the Bylaws would permit indemnification, and to
enter into agreements to indemnify its officers and directors in furtherance of
Article IX of the Registrant's Bylaws. The Registrant has entered into such
agreements with certain of its officers and directors.
B. The undersigned Registrant hereby undertakes 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 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 this 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.
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 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 of 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.
ITEM 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie regarding legality of the common stock
being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Perkins Coie (included in its Opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 1993 Stock Option Plan
99.2 Nonemployee Director Stock Option Plan
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;
(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 paragraphs (1)(i) and (1)(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 with or furnished to the
Commission by the 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 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 that remain unsold at the termination of the
offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Issaquah, State of Washington, on the 31st day of
May, 1995.
EGGHEAD, INC.
By TERENCE M. STROM
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Terence M. Strom
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Terence
M. Strom and Carolyn J. Tobias, and each of them, as true and lawful attorneys-
in-fact and agents with full power of substitution and resubstitution, to sign
in the name and on behalf of such person, individually and in each capacity
stated below, any or all amendments (including pre-effective and post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
the 31st day of May, 1995 in the capacities indicated.
Signature Title
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TERENCE M. STROM President, Chief Executive
- ---------------------------------- Officer and Director
Terence M. Strom (Principal Executive
Officer)
BRIAN W. BENDER Vice President and Chief
- ---------------------------------- Financial Officer (Principal
Brian W. Bender Financial and Accounting
Officer)
PAUL G. ALLEN Director
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Paul G. Allen
RICHARD P. COOLEY Director
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Richard P. Cooley
STEVEN E. LEBOW Director
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Steven E. Lebow
LINDA FAYNE LEVINSON Director
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Linda Fayne Levinson
GEORGE P. ORBAN Director
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George P. Orban
SAMUEL N. STROUM Director
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Samuel N. Stroum
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
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5.1 Opinion of Perkins Coie regarding
legality of the common stock being
registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Perkins Coie (included in
its Opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 1993 Stock Option Plan
99.2 Nonemployee Director Stock Option Plan