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As filed with the Securities and Exchange Commission on January 26, 1998
Registration No. 333-__________
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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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ARBOR DRUGS, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2054345
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3331 WEST BIG BEAVER, TROY, MICHIGAN 48084
(Address of Principal Executive Offices) (Zip Code)
ARBOR DRUGS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
GILBERT C. GERHARD
SENIOR VICE PRESIDENT - FINANCE AND ADMINISTRATION
ARBOR DRUGS, INC.
3331 WEST BIG BEAVER
TROY, MICHIGAN 48084
(Name and address of agent for service)
(248) 643-9420
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
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Common Stock, par 4,500,000 shares (1) $ 19.1875 (2) $ 86,343,750 (2) $ 25,471.41
value $.01 per share
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(1) The amount being registered reflects additional shares of Common Stock
which became available for grant under the Registrant's 1996 Stock Option
Plan (the "Plan") as a result of a 3 for 2 stock dividend declared
subsequent to the amendment to the Plan reflected in this Registration
Statement. This Registration Statement shall also cover any additional
shares of Common Stock which become available for grant under the Plan by
reason of any stock dividend, stock split, recapitalization or similar
transaction effected without receipt of consideration which results in an
increase in the number of outstanding shares of Common Stock.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of computing the registration fee and based
on the average of the high and low prices of the Common Stock as quoted on
The Nasdaq National Market on January 16, 1998.
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The contents of the Form S-8 Registration Statement, File No.
33-13433, of Arbor Drugs, Inc. (the "Registrant") are incorporated in this Form
S-8 Registration Statement by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. The Annual Report of Arbor Drugs, Inc. on Form 10-K for the
fiscal year ended July 31, 1997, as filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Quarterly Report of the Registrant on Form 10-Q for the
quarter ended October 31, 1997.
3. The description of the Common Stock, par value $.01 per share
(the "Common Stock"), of the Registrant, which is contained in the
Registrant's Registration Statement on Form 8-A, filed with the
Commission on April 29, 1986, pursuant to Section 12 of the Exchange
Act (Registration No. 33-04378), including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant 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 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
part hereof from the date of filing of such documents.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended July 31,
1988
4.2 Certificate of Amendment to the Articles of Incorporation of
the Registrant
4.3 Bylaws of the Registrant, incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1,
File No. 33-04378
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4.4 Arbor Drugs, Inc. 1996 Stock Option Plan, incorporated by
reference to Annex I to the Registrant's Proxy Statement for
the Annual Meeting of Shareholders held on December 5, 1995
4.5 First Amendment to Arbor Drugs, Inc. 1996 Stock Option Plan
5.1 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included in
Exhibit 5.1)
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 4 of this Registration Statement)
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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 City of Troy, State of Michigan, on January 26, 1998.
ARBOR DRUGS, INC.
By: /s/ Gilbert C. Gerhard
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Gilbert C. Gerhard
Its: Senior Vice President -
Finance and Administration
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of ARBOR DRUGS, INC., a Michigan corporation (the "Company"),
hereby constitutes and appoints Gilbert C. Gerhard the true and lawful
attorney-in-fact and agent of the undersigned, with the power of substitution
for him in any and all capacities, with full power and authority in said
attorney-in-fact and agent to sign, execute and affix his seal thereto and file
the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock,
pursuant to the Arbor Drugs, Inc. 1996 Stock Option Plan, and any of the
documents relating to such registration statement, any and all amendments to
such registration statement, including any amendment thereto changing the
amount of securities for which registration is being sought, and any
post-effective amendment, with all exhibits and any and all documents required
to be filed with respect thereto with any regulatory authority; granting unto
said attorney full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.
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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.
Signature Title Date
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/s/ Eugene Applebaum Chairman of the Board, January 26, 1998
- ------------------------------------ Chief Executive Officer
Eugene Applebaum and President
(Principal Executive Officer)
/s/ Markus M. Ernst Executive Vice President, January 26, 1998
- ------------------------------------ Chief Operating Officer
Markus M. Ernst and Director
/s/ Gilbert C. Gerhard Senior Vice President - January 26, 1998
- ------------------------------------ Finance and Administration,
Gilbert C. Gerhard Chief Financial Officer,
Treasurer, Secretary and Director
(Principal Financial and
Accounting Officer)
/s/ Spencer M. Partrich Director January 26, 1998
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Spencer M. Partrich
/s/ Laurie M. Shahon Director January 26, 1998
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Laurie M. Shahon
/s/ Samuel Valenti III Director January 26, 1998
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Samuel Valenti III
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Restated Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended July 31, 1988
4.2 Certificate of Amendment to the Articles of Incorporation of the
Registrant
4.3 Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1, File No. 33-04378
4.4 Arbor Drugs, Inc. 1996 Stock Option Plan, incorporated by reference to
Annex I to the Registrant's Proxy Statement for the Annual Meeting of
Shareholders held on December 5, 1995
4.5 First Amendment to Arbor Drugs, Inc. 1996 Stock Option Plan
5.1 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included in Exhibit 5.1)
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 4 of this Registration Statement)
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