Registration No. 33-81706
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REX STORES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-1095548
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2875 Needmore Road, Dayton, Ohio 45414
(Address of principal executive offices) (Zip Code)
REX STORES CORPORATION
1995 OMNIBUS STOCK INCENTIVE PLAN
(Formerly named the 1994 Incentive Stock Option Plan)
(Full title of the plan)
Stuart Rose
Chairman
REX Stores Corporation
2875 Needmore Road
Dayton, Ohio 45414
(Name and address of agent for service)
(513) 276-3931
(Telephone number, including area code, of agent for service)
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by REX Stores Corporation (the 'Company')
with the Securities and Exchange Commission are incorporated by reference in
this registration statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 30 and July 31, 1995.
3. The description of the shares of Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A filed under
the Securities Exchange Act of 1934 and any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which
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also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered pursuant to the
Company's 1995 Omnibus Stock Incentive Plan is being passed upon for the Company
by Chernesky, Heyman & Kress, Dayton, Ohio. Edward Kress, a partner of
Chernesky, Heyman & Kress, is Secretary and a director of the Company. Mr. Kress
owns 20,001 shares of Common Stock and holds options to purchase 7,017 shares of
Common Stock granted under the Plan. Other members of Chernesky, Heyman & Kress
own a total of 850 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Article VII of the registrant's By-laws provides that it shall indemnify
its officers and directors to the extent permitted by the General Corporation
Law of Delaware.
Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had not
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of
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such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
such other court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Under Section 145, a corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or who, while serving in such capacity, is or was at the request of
the corporation a director, officer, employee or agent of another corporation or
legal entity, against liability asserted against or incurred by such person in
any such capacity whether or not the corporation would have the power to provide
indemnity under Section 145. The registrant maintains directors and officers
liability insurance in the aggregate amount of $30 million.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit. The registrant's Certificate of Incorporation provides that, to the
fullest extent permitted by the Delaware General Corporation Law, directors of
the registrant shall not be liable to the registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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The following exhibits are filed as part of this registration statement:
4(a)(1) - Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(a) to Form 10-K for fiscal year ended
January 31, 1994, File No. 0-13283)
4(b)(1) - By-Laws, as amended (incorporated by reference to Registration
Statement No. 2-95738, Exhibit 3(b), filed February 8, 1985)
4(b)(2) - Amendment to By-Laws adopted June 29, 1987 (incorporated by
reference to Exhibit 4.5 to Form 10-Q for quarter ended July 31,
1987, File No. 0-13283)
4(c) - 1995 Omnibus Stock Incentive Plan, as amended and restated
effective June 2, 1995 (formerly named the 1994 Incentive Stock
Option Plan)*
5(a) - Opinion of Chernesky, Heyman & Kress*
23(a) - Consent of Arthur Andersen LLP*
23(b) - Consent of Chernesky, Heyman & Kress (included in Exhibit 5(a))
24 - Powers of attorney of each person who signed this post-effective
amendment to the registration statement on behalf of another
pursuant to a power of attorney*
-----------
* Filed herewith.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(a) 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
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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.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the 'Calculation of Registration Fee' table in the
effective 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)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, 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.
(b) 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.
(c) 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.
2. The undersigned registrant hereby undertakes 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
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.
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3. 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 the 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 post-effective
amendment to the registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Dayton, State of Ohio, on
September 14, 1995.
REX STORES CORPORATION
By: Stuart Rose
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(Stuart Rose,
Chairman of the Board)
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Capacity Date
Stuart Rose Chairman of the Board )
------------------- and Chief Executive )
(Stuart Rose) Officer (principal )
executive officer) )
)
)
)
Douglas Bruggeman Vice President--Finance )
------------------- and Treasurer )
(Douglas Bruggeman) (principal financial )
and accounting )
officer) )
)
)
)
)
Lawrence Tomchin* President, Chief ) September 14, 1995
------------------- Operating Officer )
(Lawrence Tomchin) and Director )
)
)
)
)
Edward Kress Secretary and Director )
------------------- )
(Edward Kress) )
)
)
)
)
Robert Davidoff* Director )
------------------- )
(Robert Davidoff) )
)
)
)
)
Tibor Fabian* Director )
------------------- )
(Tibor Fabian) )
*By: Stuart Rose
---------------------------------
(Stuart Rose, Attorney-in-Fact)
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