Registration No. _____________
As Filed with the Securities and Exchange Commission on December 5, 1995
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________________________________________________________________________
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0493875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9950 MAYLAND DRIVE
RICHMOND, VIRGINIA 23233
(Address of Principal Executive Offices) (Zip Code)
CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN, AS
AMENDED FEBRUARY 10, 1995
(Formerly CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN)
and
CIRCUIT CITY STORES, INC. AMENDED AND RESTATED 1989 NON-EMPLOYEE
DIRECTORS STOCK OPTION PLAN
(Formerly CIRCUIT CITY STORES, INC. 1989 NON-EMPLOYEE
DIRECTORS STOCK OPTION PLAN)
(Full title of the plans)
RICHARD L. SHARP, PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
CIRCUIT CITY STORES, INC.
9950 MAYLAND DRIVE, RICHMOND, VIRGINIA, 23233
(Name and address of agent for service)
(804) 527-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
______________________________________________________________________
Common Stock, 1,371,682 $27.25(1) $37,378,334.50(1) $12,889.08
par value $.50, shares
with attached
Rights to
Purchase Preferred
Stock, Series E,
par value $20.00(2)
______________________________________________________________________
(1) Estimated solely for the purpose of calculating the
registration fee. Based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange on
December 4, 1995.
(2) The Rights to Purchase Preferred Stock will be attached
to and trade with shares of the Common Stock. Value attributable
to such rights, if any, will be reflected in the market price of
the shares of Common Stock.
The securities covered by this Registration Statement will
be (i) issued to employees of the Registrant from time to time
pursuant to incentive awards granted or to be granted under the
Circuit City Stores, Inc. 1994 Stock Incentive Plan, as amended
February 10, 1995, and (ii) issued to directors of the Registrant
who are not full-time employees from time to time pursuant to
stock options granted or to be granted under the Circuit City
Stores, Inc. Amended and Restated 1989 Non-Employee Directors
Stock Option Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this Registration Statement is to (i)
register 1,321,682 additional shares of Common Stock, $.50 par
value, of Circuit City Stores, Inc., issuable pursuant to
incentive awards granted or to be granted under the 1994 Circuit
City Stores, Inc. Stock Incentive Plan, as amended February 10,
1995 (formerly Circuit City Stores, Inc. 1994 Stock Incentive
Plan) and 1,321,682 associated Rights to Purchase Preferred
Stock, Series E, $20.00 par value and (ii) register 50,000
additional shares of Common Stock, $.50 par value, of Circuit
City Stores, Inc., issuable pursuant to the Circuit City Stores,
Inc. Amended and Restated 1989 Non-Employee Director Stock Option
Plan (formerly Circuit City Stores, Inc. 1989 Non-Employee
Director Stock Option Plan) and 50,000 associated Rights to
Purchase Preferred Stock, Series E, $20.00 par value. The
Registrant hereby incorporates by reference all information
included in its (i) Form S-8 Registration Statement No. 33-56697
(filed on December 1, 1994) and (ii) Form S-8 Registration
Statement No. 33-36650 (filed on August 31, 1990), except for
information included in such Registration Statement which relates
only to the Circuit City Stores, Inc. 1988 Stock Incentive Plan
and the 1984 Circuit City Stores, Inc. Employee Stock Purchase
Plan, as Amended and Restated April 19, 1988.
Item 8. Exhibits
See Exhibit Index following signatures.
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
Richard L. Sharp and Michael T. Chalifoux, or either of them, his
true and lawful attorney-in-fact to sign on his behalf, as an
individual and in the capacity stated below, any amendment or
post-effective amendment to this Registration Statement which
said attorney-in-fact may deem appropriate or necessary.
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 County of Henrico, Commonwealth of Virginia, on October 12,
1995.
CIRCUIT CITY STORES, INC.
By:/s/RICHARD L. SHARP
Richard L. Sharp
President, Chief
Executive Officer and
Chairman of the Board
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 date indicated.
Signature Title Date
/s/ALAN L. WURTZEL Vice Chairman of the 10/12/95
Alan L. Wurtzel Board
/s/MICHAEL T. CHALIFOUX Senior Vice President, 10/12/95
Michael T. Chalifoux Chief Financial Officer,
Secretary and Director
/s/RICHARD N. COOPER Director 10/12/95
Richard N. Cooper
/s/BARBARA S. FEIGIN Director 10/12/95
Barbara S. Feigin
/s/THEODORE D. NIERENBERG Director 10/12/95
Theodore D. Nierenberg
2
/s/HUGH G. ROBINSON Director 10/12/95
Hugh G. Robinson
/s/WALTER J. SALMON Director 10/12/95
Walter J. Salmon
/s/MIKAEL SALOVAARA Director 10/12/95
Mikael Salovaara
/s/RICHARD L. SHARP President, Chief 10/12/95
Richard L. Sharp Executive Officer
and Chairman of the
Board
/s/EDWARD VILLANUEVA Director 10/12/95
Edward Villanueva
/s/KEITH D. BROWNING Corporate Controller, 10/12/95
Keith D. Browning Principal Accounting
Officer
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EXHIBIT INDEX
Exhibit
No. Document
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4.1 Registrant's Amended and Restated
Articles of Incorporation, effective
January 26, 1990, filed as Exhibit 3(a)
to Registrant's Annual Report on Form
10-K for the fiscal year ended February
28, 1993, (File No. 1-5767) are
expressly incorporated herein by this
reference.
4.2 Registrant's Articles of Amendment to
the Amended and Restated Articles of
Incorporation, effective February 26,
1993, filed as Exhibit 3(b) to
Registrant's Annual Report on Form 10-K
for the fiscal year ended February 28,
1993, (File No. 1-5767) are expressly
incorporated herein by this reference.
4.3 Registrant's Bylaws, as amended and
restated August 15, 1995, filed as
Exhibit 3 to Registrant's Quarterly
Report on Form 10-Q for the quarterly
period ended August 31, 1995, (File No.
1-5767) are expressly incorporated
herein by this reference.
4.4 Rights Agreement dated April 29, 1988,
between Registrant and Crestar Bank, as
Rights Agent, filed as Exhibit (2) to
Registrant's registration statement on
Form 8-A (File No. 1-5767) filed on May
23, 1988, is expressly incorporated
herein by this reference.
5 Opinion and Consent of McGuire, Woods,
Battle & Boothe, L.L.P. as to the
legality of the shares offered
hereunder, filed herewith.
23.1 Consent of KPMG Peat Marwick LLP, filed
herewith.
23.2 Consent of McGuire, Woods, Battle &
Boothe, L.L.P. (included in Exhibit 5)
25 Powers of attorney (See signature page)
99.1 Registrant's Amended and Restated 1989
4
Non-Employee Directors Stock Option Plan
filed as Exhibit A to Registrant's
definitive Proxy Statement dated May 12,
1995, for the Annual Meeting of
Shareholders held on June 13, 1995, is
expressly incorporated herein by this
reference.
99.2 Registrant's 1994 Stock Incentive Plan
filed as Exhibit 99 to the Registrant's
Registration Statement on Form S-8
(Registration No. 033-56697) filed on
December 1, 1994, is expressly
incorporated herein by this reference.
99.3 Amendment adopted February 10, 1995, to
Registrant's 1994 Stock Incentive Plan
filed as Exhibit 10(f) to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended February 28,
1995, (File No. 1-5767) is expressly
incorporated herein by this reference.
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