Registration No. 333-
As filed with the Securities and Exchange Commission on May 28, 1997
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)
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CIRCUIT CITY STORES, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
FOR CARMAX GROUP EMPLOYEES
CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN
CIRCUIT CITY STORES, INC. AMENDED AND RESTATED 1989
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
CIRCUIT CITY STORES, INC. 1988 STOCK INCENTIVE PLAN
CIRCUIT CITY STORES, INC. 1984 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of plans)
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Richard L. Sharp, 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)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate
Amount to be Price Per Offering Amount of
Title of Securities to be Registered Registered Share Price Registration Fee
- ------------------------------------ ---------- ----- ----- ----------------
Circuit City Stores, Inc. -- (5) N/A N/A $ 0
Circuit City Group Common Stock, par value $.50
per share (1), with attached Rights to Purchase
Preferred Stock, Series E, par
value $20.00 per share (2)
Circuit City Stores, Inc. -- (5) N/A N/A $ 0
CarMax Group Common Stock,
par value $.50 per share (3), with attached
Rights to Purchase Preferred Stock, Series F,
par value $20.00 per share (4)
(1) Registered solely because the shares of Circuit City Stores,
Inc.--CarMax Group Common Stock ("CarMax Group Stock") previously
registered for issuance under the 1997 Employee Stock Purchase Plan for
CarMax Group Employees, 1994 Stock Incentive Plan, 1989 Non-Employee
Directors Stock Option Plan, 1988 Stock Incentive Plan and 1984
Employee Stock Purchase Plan (collectively, the "Plans") may be
converted, at the option of the Registrant, into shares of Circuit City
Stores, Inc.--Circuit City Group Common Stock ("Circuit City Group
Stock") in accordance with the terms of the CarMax Group Stock. No
additional consideration would be paid by the holders of CarMax Group
Stock upon a conversion of the CarMax Group Stock into Circuit City
Group Stock. Accordingly, no separate fee is paid.
(2) Prior to the occurrence of certain events, the Rights will not be
evidenced or traded separately from the Circuit City Group Stock.
Value, if any, of the Rights is reflected in the market price of the
Circuit City Group Stock. Accordingly, no separate fee is paid.
(3) Registered solely because the shares of Circuit City Group Stock
previously registered for issuance under the Plans may be converted, at
the option of the Registrant, into shares of CarMax Group Stock in
accordance with the terms of the Circuit City Group Stock. No
additional consideration would be paid by the holders of Circuit City
Group Stock upon a conversion of the Circuit City Group Stock into
CarMax Group Common Stock. Accordingly, no separate fee is paid.
(4) Prior to the occurrence of certain events, the Rights will not be
evidenced or traded separately from the CarMax Group Stock. Value, if
any, of the Rights is reflected in the market price of the CarMax Group
Stock. Accordingly, no separate fee is paid.
(5) This Registration Statement registers an indeterminate number of shares
of Circuit City Group Stock and CarMax Group Stock (including, in each
case, the associated Rights) issuable upon any conversion of the shares
of CarMax Group Stock and Circuit City Group Stock, respectively, that
have previously been registered for issuance under the Plans.
Pursuant to the terms of the Company's Common Stock, the Company may,
at its option, convert each share of Circuit City Stores, Inc.--Circuit City
Group Common Stock ("Circuit City Group Stock") or Circuit City Stores,
Inc.--CarMax Group Common Stock ("CarMax Group Stock") into a number of shares
of CarMax Group Stock or Circuit City Group Stock, respectively, based on the
ratio of the time-weighted average market values of a share of each series. This
Registration Statement covers an indeterminate number of shares of Circuit City
Group Stock and CarMax Group Stock issuable upon any such conversion of the
shares of CarMax Stock and Circuit City Stock, respectively, that have been
previously registered for issuance under the Company's 1997 Employee Stock
Purchase Plan for CarMax Group Employees, 1994 Stock Incentive Plan, Amended and
Restated 1989 Non-Employee Directors Stock Option Plan, 1988 Stock Incentive
Plan and 1984 Employee Stock Purchase Plan.
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 Company's Prospectus filed with the Commission on
February 5, 1997 pursuant to Rule 424(b) relating to the
Company's Registration Statements on Form S-3 (Registration
Nos. 333-15995 and 333-21039);
(b) all other reports filed with the Commission pursuant to
Section 13(a) or 15(d) since February 29, 1996, including the
Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended May 31, 1996, August 31, 1996, and November 30,
1996 and the Company's Current Reports on Form 8-K filed with
the Commission on March 8, 1996 and November 1, 1996;
(c) the Company's Proxy Statement filed with the Commission on
December 24, 1996, but only as to Annexes V, VI and VII;
(d) the description of the Company's Common Stock contained in
the Registration Statement on Form 8-A filed with the
Commission on January 2, 1997, as amended on Form 8-A/A filed
with the Commission on January 31, 1997 (File No. 1-5767) and
all amendments and reports filed for the purpose of updating
such description; and
(e) the description of the Rights to Purchase Preferred Stock,
Series E and the Rights to Purchase Preferred Stock, Series F
contained in the Registration Statement on Form 8-A filed with
the Commission on January 2, 1997, as amended on Form 8-A/A
filed with the Commission on January 31, 1997 (File No.
1-5767) and all amendments and reports filed for the purpose
of updating such description.
All documents subsequently filed by the Company, pursuant to Section
13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (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 into this Registration Statement and to be a 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 with the approval of its shareholders. The Amended and
Restated 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 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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events 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 paragraph (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 Exchange Act that are incorporated by reference in the
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 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 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 the registration statement) shall be deemed to
be a new registration statement relating to the securities offered therein,
and the 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 Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
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 May 27, 1997.
CIRCUIT CITY STORES, INC.
Registrant
By: /s/ Michael T. Chalifoux
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 on this the 27th day of May, 1997.
Signature: Title:
* Richard L. Sharp Chief Executive Officer
Richard L. Sharp and Chairman of the Board
* Alan L. Wurtzel Vice Chairman of the Board
Alan L. Wurtzel and Director
/s/ Michael T. Chalifoux Senior Vice President, Chief
Michael T. Chalifoux Financial Officer, Secretary
and Director
* Richard N. Cooper Director
Richard N. Cooper
* Barbara S. Feigin Director
Barbara S. Feigin
* Theodore D. Nierenberg Director
Theodore D. Nierenberg
* Hugh G. Robinson Director
Hugh G. Robinson
* Walter J. Salmon Director
Walter J. Salmon
* Mikael Salovaara Director
Mikael Salovaara
* John W. Snow Director
John W. Snow
* Edward Villanueva Director
Edward Villanueva
/s/ Philip J. Dunn Principal Accounting Officer
Philip J. Dunn
* By: /s/ Michael T. Chalifoux
Michael T. Chalifoux
Attorney-In-Fact
EXHIBIT INDEX
Exhibit
Number Document
4.1 Company's Amended and Restated Articles of Incorporation,
effective February 3, 1997, filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-8 (Registration
No. 333-22759) filed on March 4, 1997, are expressly
incorporated herein by this reference.
4.2 Company's Bylaws, as Amended and Restated June 18, 1996,
filed as Exhibit 3(ii) to the Company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1996 (File No.
1-5767) are expressly incorporated herein by this reference.
4.3 Company's Amended and Restated Rights Agreement dated
February 3, 1997, between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent, filed as Exhibit 4.3 to
the Company's Registration Statement on Form S-8
(Registration No. 333-22759) filed on March 4, 1997, is
expressly incorporated herein by this reference.
5 Opinion and Consent of McGuire, Woods, Battle & Boothe,
L.L.P.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included
in Exhibit 5).
24 Powers of Attorney.