As filed with the Securities and Exchange Commission on June 28, 1999
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
--------------
HEILIG-MEYERS COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-0558861
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12560 West Creek Parkway,
Richmond, Virginia 23238
(Address of principal executive offices) (Zip Code)
HEILIG-MEYERS COMPANY
DIRECTOR STOCK OWNERSHIP PLAN
(Full title of the plan)
Paige H. Wilson
Senior Vice President, Treasurer and Secretary
Heilig-Meyers Company
12560 West Creek Parkway
Richmond, Virginia 23238
Telephone: (804) 784-7554
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------
Title of Proposed Proposed
Securities to Amount to be Maximum Maximum Amount of
be Registered Registered Offering Aggregate Registration
Price Per Offering Fee
Share (1) Price(1)
- -----------------------------------------------------------------------------------
Common Stock,
$ 2.00 600,000 shares $7.0625 $4,237,500 $1178.03
par value
- -----------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee and
based, pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, on
the average of the high and low per share sales price of the registrant's Common
Stock as reported on the New York Stock Exchange on June 25, 1999.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Heilig-Meyers Company (the "Company") hereby incorporates by reference into
this Registration Statement the following documents which have been filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1999.
(b) The Company's Form 8-K filed June 17, 1999.
(c) The description of the Common Stock contained in the Registration
Statement on Form 8-A filed with the Commission on April 26, 1983 (File
No. 1-8484), as amended by amendments on Form 8, filed with the Commission
on April 9, 1985, February 23, 1988, September 20, 1989, July 31, 1990,
August 6, 1992, July 28, 1994 and the amendment on Form 8-A/A dated
February 19, 1998, respectively (File No. 1-8484); and
(d) The description of the Rights to Purchase Preferred Stock, Series A
contained in the Registration Statement on Form 8-A filed with the
Commission on February 19, 1998 (File No. 1-8484).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 in this Registration Statement and to be part
hereof from the respective dates of filing of 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 arising by reason of the fact that the person is or was a director,
officer, employee or agent of the Company. The Articles of Incorporation of the
Company 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 Comany as a director or officer of any other legal entity and, in all
cases, his heirs, executors and administrators) against liabilities (including
expenses) reasonably incurred by him in connection 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 criminal law.
The Company has purchased directors' and officers' liability insurance, and
company reimbursement insurance which covers all directors and officers of the
Company and its subsidiaries.
Item 8. Exhibits
Exhibit
Number Description
4.1 Registrant's Restated Articles of Incorporation, as amended, filed
as Exhibit 3(a) to Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1998 are incorporated herein by this
reference.
4.2 Registrant's Amended and Restated Bylaws, as amended, effective as
of June 16, 1999.
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included as part of
Exhibit 5.1).
24.1 Power of Attorney (see signature page).
99.1 Heilig-Meyers Company Director Stock Ownership Plan.
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 statement 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 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 the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15 (d) of the Exchange 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.
(c) 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 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 the payment by the registrant of expenses incurred
or paid by a director 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.
(d) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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 June 28, 1999.
HEILIG-MEYERS COMPANY
By: /s/ William C. DeRusha June 28, 1999
------------------------------------------------
William C. DeRusha
Chairman of the Board, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints William C.
DeRusha and Roy B. Goodman, 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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Roy B. Goodman June 28, 1999
------------------------
Roy B. Goodman
Senior Vice President
and Chief Financial Officer (Principal Financial Officer)
/s/ William J. Dieter June 28, 1999
------------------------
William J. Dieter
Senior Vice President, Accounting
and Chief Accounting Officer (Principal Accounting Officer)
/s/ Alexander Alexander June 28, 1999
------------------------
Alexander Alexander
Director
/s/ Robert L. Burrus, Jr. June 28, 1999
------------------------
Robert L. Burrus, Jr.
Director
/s/ Beverly E. Dalton June 28, 1999
------------------------
Beverly E. Dalton
Director
/s/ Charles A. Davis June 28, 1999
------------------------
Charles A. Davis
Director
/s/ Benjamin F. Edwards III June 28, 1999
------------------------
Benjamin F. Edwards III
Director
/s/ Lawrence N. Smith June 28, 1999
------------------------
Lawrence N. Smith
Director
/s/ Eugene P. Trani June 28, 1999
------------------------
Eugene P. Trani
Director
/s/ L. Douglas Wilder June 28, 1999
------------------------
L. Douglas Wilder
Director