Registration No.
As Filed with the Securities and Exchange Commission on April 30, 1996
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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)
1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN, AS
AMENDED AND RESTATED FEBRUARY 10, 1995,
AS AMENDED APRIL 9, 1996
(Formerly 1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE
PLAN, AS AMENDED AND RESTATED FEBRUARY 15, 1994)
(Full title of the plan)
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, par 1,000,000 $ 31.25 (1) $ 31,250,000 $ 10,775.86
value $.50, with
attached Rights to
Purchase Preferred
Stock, Series E,
par value $20.00 (2)
The securities covered by this Registration Statement will be purchased
by employees of the Registrant from time to time under the 1984 Circuit City
Stores, Inc. Employee Stock Purchase Plan, as Amended and Restated February 10,
1995, as Amended April 9, 1996.
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(1) Estimated solely for 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 April 26, 1996.
(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.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company hereby incorporates by reference into this
Registration Statement the documents listed below which have been filed with the
Securities and Exchange Commission.
(a) The Annual Report on Form 10-K (File No. 1-5767) for
the fiscal year ended February 28, 1995.
(b) All reports filed pursuant to Section 13 or 15(d) of the 1934
Act since the end of the fiscal year covered by the annual
report referred to in (a) above, including the Company's
Quarterly Reports on Form 10-Q for the quarters ended May 31,
1995, August 31, 1995 and November 30, 1995 and the Company's
Report on Form 8-K dated March 5, 1996.
(c) The description of the Common Stock appearing in
Amendment No. 5 dated March 13, 1996 to Form 8-A/A
filed with the Commission in connection with the
listing of the Common Stock on the New York Stock
Exchange.
In addition, the Company incorporates by reference the
description of the Rights appearing in Amendment No. 1 dated March 13, 1996 in
its Form 8-A/A filed with the Commission in connection with the listing of such
Rights on the New York Stock Exchange.
All documents subsequently filed by the Company pursuant to
Sections 13, 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing such documents.
Item 6. Indemnification of Directors and Officers
The laws of the Commonwealth of Virginia pursuant to which the
Company is incorporated permit it to indemnify its officers and directors
against certain liabilities with the approval of its shareholders. The Articles
of Incorporation of the Company, which have been approved by its shareholders,
provide for the indemnification of each director and officer (including former
directors and officers and each person who may have served at the request of the
Company as a director or officer of any other legal entity and, in all such
cases, his heirs, executors and administrators) against liabilities (including
expenses) reasonably incurred by him in connection
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with any actual or threatened action, suit or proceeding to which he may be made
a party by reason of his being or having been a director or officer of the
Company, except in relation to any action, suit or proceeding in which he has
been adjudged liable because of willful misconduct or a knowing violation of the
criminal law.
The Company has purchased directors' and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company and its subsidiaries against certain
losses resulting from claims against them in their capacities as directors and
officers to the extent that such losses are not indemnified by the Company and
(2) the Company to the extent that it indemnifies such directors and officers
for losses as permitted under the laws of Virginia.
Item 8. Exhibits
See Exhibit Index following signatures.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (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;
(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,
represent 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 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 registration statement is on Form S-3 or Form S-8 and 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 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
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amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the 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) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment and each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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.
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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 County of Henrico, Commonwealth of Virginia, on April 29,
1996.
CIRCUIT CITY STORES, INC.
Registrant
By: /s/ Michael T. Chalifoux
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Michael T. Chalifoux
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.
Signature Title Date
* Richard L. Sharp President, Chief April 29, 1996
- ------------------ Executive Officer
Richard L. Sharp and Chairman of the
Board
* Alan L. Wurtzel Vice Chairman of the April 29, 1996
- ----------------- Board and Director
Alan L. Wurtzel
/s/ Michael T. Chalifoux Senior Vice President, April 29, 1996
- ------------------------ Chief Financial Officer,
Michael T. Chalifoux Secretary and Director
* Richard N. Cooper Director April 29, 1996
- -------------------
Richard N. Cooper
* Barbara S. Feigin Director April 29, 1996
- -------------------
Barbara S. Feigin
- ---------------------- Director
Theodore D. Nierenberg
- ----------------------- Director
Hugh G. Robinson
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* Walter J. Salmon Director April 29, 1996
- --------------------
Walter J. Salmon
* Mikael Salovaara Director April 29, 1996
- --------------------
Mikael Salovaara
* Edward Villanueva Director April 29, 1996
- --------------------
Edward Villanueva
/s/ Keith D. Browning Corporate Controller, April 29, 1996
- ---------------------
Keith D. Browning Principal Accounting
Officer
*By: /s/ Michael T. Chalifoux
---------------------------
Michael T. Chalifoux
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit
No. Document
- -------- --------
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 February 15, 1996, filed as
Exhibit 4(b) to Registrant's Current
Report on Form 8-K dated March 5, 1996
(File No. 1-5767) are expressly
incorporated herein by this reference.
4.4 Amended and Restated Rights Agreement
dated March 5, 1996, between Registrant
and Norwest Bank Minnesota, N.A., as
Rights Agent, filed as Exhibit 4(a) to
Registrant's Current Report on Form 8-K
dated March 5, 1996 (File No. 1-5767) 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).
24 Powers of Attorney.
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99.1 Registrant's 1984 Employee Stock
Purchase Plan, as Amended and Restated
February 10, 1995, filed herewith.
99.2 Amendment adopted April 9, 1996, to
Registrant's 1984 Employee Stock
Purchase Plan, as Amended and Restated
February 10, 1995, filed herewith.
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