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As filed with the Securities and Exchange Commission on September 11, 1998
File 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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THE TJX COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2207613
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
770 Cochituate Road
Framingham, Massachusetts 01701
(Address of principal executive offices, including zip code)
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EXECUTIVE SAVINGS PLAN
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(Full title of the plan)
Name of Agent
Donald G. Campbell
The TJX Companies, Inc.
770 Cochituate Road
Framingham, Massachusetts 01701
(508) 390-1000
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(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price(1) aggregate offering registration
per unit price(1) fee
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Deferred
Compensation $40,000,000 $40,000,000 $40,000,000 $11,800
Obligations
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h).
Exhibit Index on page 6;
Page 1 of 27 pages.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The TJX Companies, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents by reference:
(i) The Company's Annual Report on Form 10-K for the year ended
January 31, 1998 filed with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act").
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 2, 1998.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed incorporated
herein by reference from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The securities being registered represent obligations (the
"Obligations") of the Registrant to pay to the participants in The TJX
Companies, Inc. Executive Savings Plan (the "Plan"), upon their retirement or
termination of employment and in other limited circumstances described in the
Plan, deferred salary and additional credits with respect thereto. Amounts
credited to a participant's account are adjusted for earnings based on a
notional investment measurement, which may be shares in investment companies
registered under the Investment Company Act of 1940 or other investments. The
Obligations are payable in cash in a lump-sum distribution or in some cases in
installments, at the election of the participant made in accordance with the
Plan. There is no trading market for the Obligations.
The Obligations are unsecured general obligations of the Registrant
and rank pari passu with other unsecured and unsubordinated indebtedness of the
Registrant. The Obligations are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment, except to the extent the Plan provides for payment to a
participant's beneficiary or beneficiaries, upon the participant's death,
amounts credited to the participant's account or accounts under the Plan. Any
attempt by any person to transfer or assign benefits under the Plan, other than
a claim for benefits by a Participant or his or her beneficiary(ies), will be
null and void.
The Obligations are not convertible into any other security of the
Registrant. No trustee has been appointed to take action with respect to the
Obligations and each participant in the Plan will be responsible for enforcing
his or her own rights with respect to the Obligations. The Registrant may
establish a "rabbi trust" to serve as a source of funds from which it can
satisfy the obligations. Participants in the Plan will
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have no rights to any assets held by a rabbi trust, except as general creditors
of the Registrant. Assets of any rabbi trust will at all times be subject to the
claims of the Registrant's general creditors.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she 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 or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she 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 no reasonable cause to believe his or her
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 by the person in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
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.
The Registrant has entered into indemnification agreements with each
of its directors and officers indemnifying them against expenses, settlements,
judgments and fines incurred in connection with any threatened, pending or
completed action, suit, arbitration or proceeding, where the individual's
involvement is by reason of the fact that such person is or was a director or
officer or served at the Company's request as a director of another organization
(except that indemnification is not provided against judgments and fines in a
derivative suit unless permitted by Delaware law). An individual may not be
indemnified if such person is found not to have acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant, except to the extent Delaware law permits broader
contractual indemnification. These indemnification agreements provide
procedures, presumptions and remedies which substantially strengthen the
indemnification rights beyond those provided by the Registrant's Restated
Certificate of Incorporation (the "Certificate") and by Delaware law.
The Registrant's Certificate provides that each person who was or is
made a party to, or is involved in, any action, suit, preceding or claim by
reason of the fact that he or she is or was a director, officer or employee of
the Registrant (or is or was serving at the request of the Registrant as a
director, officer, trustee, employee or agent of any other enterprise including
service with respect to employee benefit plans)
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shall be indemnified and held harmless by the Registrant, to the full extent
permitted by Delaware law, as in effect from time to time, against all expenses
(including attorneys' fees and expenses), judgments, fines, penalties and
amounts to be paid in settlement incurred by such person in connection with the
investigation, preparation to defend or defense of such action, suit, proceeding
or claim.
The rights to indemnification and the payment of expenses provided by
the Registrant's Certificate do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit of
such provisions. Any person seeking indemnification under the Registrant's
Certificate shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established. The Registrant's
Certificate provides that the rights to indemnification and the payment of
expenses provided thereby shall not be exclusive of any other right which any
person may have or acquire under any statute, provision of the Registrant's
Certificate or By-laws, or otherwise. Any repeal or modification of such
indemnification provisions shall not adversely affect any right or protection of
a director or officer with respect to any conduct of such director or officer
occurring prior to such repeal or modification.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
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 dividend and unlawful stock purchase and redemption) or (iv)
for any transaction from which the director derived an improper personal
benefit. The Registrant has provided in its Certificate that its directors shall
be exculpated from liability as provided under Delaware law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit
4. The TJX Companies, Inc. Executive Savings Plan
5. Opinion of Ropes & Gray.
23.1. Consent of PricewaterhouseCoopers LLP.
23.2. Consent of Ropes & Gray (included in Exhibit 5).
24. Power of Attorney (included in Part II of the registration statement
under the caption "signatures").
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Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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, and (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) shall not
apply if 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.
(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 herein, 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) 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 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 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, as
amended, 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Framingham, Commonwealth
of Massachusetts.
THE TJX COMPANIES, INC.
By:/s/ Donald G. Campbell
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Name: Donald G. Campbell
Title: Executive Vice President - Finance
Each person whose signature appears below constitutes and appoints Bernard
Cammarata, Donald G. Campbell and Jay H. Meltzer, and each of them singly, his
or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.
/s/ Bernard Cammarata /s/ Donald G. Campbell
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Bernard Cammarata, President, Chief Executive Donald G. Campbell, Executive Vice President -
Officer and Director Finance and Principal Financial and Accounting
Officer
/s/ Phyllis B. Davis /s/ Dennis F. Hightower
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Phyllis B. Davis, Director Dennis F. Hightower, Director
/s/ Richard G. Lesser /s/ Arthur F. Loewy
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Richard G. Lesser, Executive Vice President, Arthur F. Loewy, Director
Chief Operating Officer and Director
/s/ John M. Nelson /s/ John F. O'Brien
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John M. Nelson, Director John F. O'Brien, Director
/s/ Robert F. Shapiro /s/ Willow B. Shire
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Robert F. Shapiro, Director Willow B. Shire, Director
/s/ Fletcher H. Wiley
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Fletcher H. Wiley, Director
Dated: September 10, 1998
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EXHIBIT INDEX
NUMBER TITLE OF EXHIBIT PAGE
4. The TJX Companies, Inc.
Executive Savings Plan 7
5. Opinion of Ropes & Gray. 25
23.1. Consent of
PricewaterhouseCoopers LLP. 27
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