Registration No. 333-______
As Filed with the Securities and Exchange Commission on June 12, 1997
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UNITED STATES
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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HEILIG-MEYERS COMPANY
(Exact name of issuer as specified in its charter)
VIRGINIA 54-0558861
(State of incorporation) (I.R.S. Employer
Identification No.)
2235 Staples Mill Road, Richmond, Virginia 23230
(Address of principal executive offices, including zip code)
HEILIG-MEYERS COMPANY
1994 STOCK OPTION PLAN
(Full title of the plan)
Paige H. Wilson, Vice President, Treasurer and Secretary
Heilig-Meyers Company
2235 Staples Mill Road, Richmond, Virginia 23230
(804) 359-9171
(Name, address, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO TO BE MAXIMUM MAXIMUM REGISTRATION
BE REGISTERED REGISTERED OFFERING AGGREGATE FEE
PRICE PER OFFERING
SHARE PRICE
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Common Stock, 1,000,000 $16.8125(1) $16,812,500 $5,095
par value shares
$2.00
Rights to Purchase 1,000,000 (2) (2) (2)
Preferred Stock,
Series A, par
value $10.00
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(1)Estimated solely for purposes 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 June 9, 1997.
(2)The Rights to Purchase Preferred Stock will be attached to and trade
with shares of the Common Stock of the Company. Value attributable to such
rights, if any, will be reflected in the market price of the shares of Common
Stock. No fee is required pursuant to Section 6(b) of the Securities Act of 1933
and 17 C.F.R. ss.230.236.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this Registration Statement is to register 1,000,000
additional shares of Common Stock, $2.00 par value, ("Common Stock"), of
Heilig-Meyers Company (the "Company") upon the exercise of stock options granted
or to be granted pursuant to the Heilig-Meyers Company 1994 Stock Option Plan.
The Registrant hereby incorporates by reference all information included in its
Form S-8 Registration Statement No. 33-54261 filed with the Commission on June
24, 1994, which should be read in conjunction with the information contained
herein.
Item 8. Exhibits
See Index to Exhibits.
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints William C.
DeRusha and Troy A. Peery, Jr., or any 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 City of Richmond, Commonwealth of Virginia, on May 30, 1997.
HEILIG-MEYERS COMPANY
Registrant
By: /s/ William C. DeRusha
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William C. DeRusha,
Chief Executive 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
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/s/ William C. DeRusha Chairman of the May 30, 1997
- ---------------------- Board, Chief
William C. DeRusha Executive Officer,
and Director (Principal
Executive Officer)
/s/ Troy A. Peery, Jr. President, May 30, 1997
- -------------------------- Chief Operating
Troy A. Peery, Jr. Officer, and Director
/s/ Joseph R. Jenkins Executive Vice May 30, 1997
- -------------------------- President and
Joseph R. Jenkins Chief Financial
Officer (Principal
Financial Officer)
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/s/ William J. Dieter Senior Vice May 30, 1997
- --------------------- President,
William J. Dieter Accounting and
Chief Accounting
Officer (Principal
Accounting Officer)
/s/ Alexander Alexander Director May 30, 1997
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Alexander Alexander
/s/ Robert L. Burrus, Jr. Director May 30, 1997
- --------------------------
Robert L. Burrus, Jr.
/s/ Beverley E. Dalton Director May 30, 1997
- --------------------------
Beverley E. Dalton
/s/ Charles A. Davis Director May 30, 1997
- --------------------------
Charles A. Davis
/s/ Benjamin F. Edwards, III Director May 30, 1997
- ----------------------------
Benjamin F. Edwards, III
/s/ Alan G. Fleischer Director May 30, 1997
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Alan G. Fleischer
/s/ Nathaniel Krumbein Director May 30, 1997
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Nathaniel Krumbein
/s/ Hyman Meyers Director May 30, 1997
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Hyman Meyers
/s/ S. Sidney Meyers Director May 30, 1997
- --------------------------
S. Sidney Meyers
/s/ Lawrence N. Smith Director May 30, 1997
- --------------------------
Lawrence N. Smith
/s/ Eugene P. Trani Director May 30, 1997
- --------------------------
Eugene P. Trani
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Index to Exhibits
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Page
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(4)(a) Registrant's Restated Articles of Incorporation
filed as Exhibit 3(a) to Registrant's Annual
Report on Form 10-K for the fiscal year ended
February 28, 1990 (No. 1-8484) are incorporated
herein by this reference.
(b) Articles of Amendment to Registrant's Restated
Articles of Incorporation filed as Exhibit 4 to
Registrant's Form 8 (Amendment No. 5 to Form 8-A
filed April 26, 1983) filed August 6, 1992 (No.
1-8484) are incorporated herein by this reference.
(c) Articles of Amendment to Registrant's Restated
Articles of Incorporation filed as Exhibit 3(c) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993 (No. 1-8484) are
incorporated herein by this reference.
(d) Articles of Amendment to Registrant's Restated
Articles of Incorporation filed as Exhibit 3(d) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1995 (No. 1-8484) are
incorporated herein by this reference.
(e) Registrant's Amended Bylaws filed as Exhibit 3(e)
to Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1997 (No. 1-8484) are
incorporated herein by this reference.
(5) Opinion of McGuire, Woods, Battle & Boothe L.L.P.
(23)(a) Consent of Deloitte & Touche L.L.P.
(b) Consent of McGuire, Woods, Battle & Boothe L.L.P.
(included in the opinion filed as Exhibit 5).
(24) Power of attorney (see signature page).
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(99)(a) Heilig-Meyers 1994 Stock Option Plan filed
as Exhibit A to Registrant's Proxy
Statement dated May 3, 1994 (No. 1-8484)
for its Annual Meeting of Stockholders
held on June 15, 1994 is incorporated
herein by this reference.
(b) Amendment dated as of February 7, 1996 to
the Heilig-Meyers 1994 Stock Option Plan.
(c) Amendment dated as of December 18, 1996 to
the Heilig-Meyers 1994 Stock Option Plan.
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