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FORM S-8
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CONSOLIDATED STORES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1119097
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
115 North Market Street, Suite 1300
P.O. Box 8958
Wilmington, Delaware 19899
(Address of Principle Offices)
CONSOLIDATED STORES CORPORATION 1996 PERFORMANCE INCENTIVE PLAN
(Full Title of Plan)
Albert J. Bell, Secretary
Consolidated Stores Corporation
Legal Department
P. O. Box 28512
300 Phillipi Road
Columbus, Ohio 43228-0512
(Name and Address of Agent for Service)
(614) 278-6800
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum Amount of
to be registered registered price per share* aggregate offering price* registration fee*
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Common Stock, $.01
par value per share 12,500,000 shares $38.1875 $477,343,750 $144,650
<FN>
* Estimated soley for the purpose of calculating the registration fee
pursuant to Rule 457(c), on the basis of $38.1875 the average of the high
and low prices of shares on the New York Stock Exchange on July 21, 1997.
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PART I
The document(s) containing the information specified in Part I of the
instructions to Form S-8 will be sent or given to employees as specified in Rule
428(b)(1), and are not being filed with the Commission as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The registrant represents that incorporated in this registration statement by
reference are (a) the registrant's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; (b)
all other reports filed by the registrant pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the end of the fiscal
year covered by the registrant document referred to in (a) above; and (c) that
certain Registration No. 333-2545, and all subsequent amendments thereto,
concerning the class of Consolidated Stores Corporation Common Stock, $.01 par
value.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Seven of the registrant's Certificate of Incorporation
eliminates the personal liability to the registrant or its stockholders of
directors of the registrant for monetary damages for breach of fiduciary duty as
a director pursuant to Delaware General Corporation Law Section 102. Such
elimination of liability is subject to the limitations imposed by Delaware
General Corporation Law Section 102 which prohibits the elimination or
limitation of a director's personal liability: (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; or (iv) for any transaction from which the director derived an
improper personal benefit.
Section 5 of Article V of the Company's By-Laws states as follows:
"The Corporation shall indemnify to the full extent
authorized by law any person made or threatened to be made a party to an action,
suit or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he, his testator or intestate 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."
Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding because such
person 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 enterprise against all
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costs actually and reasonably incurred by him in connection with such 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. Similar indemnity
is permitted to be provided to such persons in connection with an action or suit
by or in the right of a corporation, provided such person 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 provided further that such person shall not
have been adjudged liable to the corporation.
In addition, the Company has entered into indemnification agreements with the
directors and key officers of the Company. The agreements (a) confirm the
existing indemnification provided under the Company's By-Laws and assure that
this indemnification will continue to be provided despite future changes in the
Company's By-Laws, (b) provide that if the Company does not maintain directors'
and officers' liability insurance, the Company will, in effect, be a
self-insurer of such insurance coverage, and (c) provide that, in addition,
indemnifiable persons be indemnified to the fullest extent permitted by law
against all expenses (including legal fees), judgments, fines and settlement
amounts paid or incurred by such persons in any action or proceeding, including
any action by or in the right of the Company, on account of service as a
director, officer, employee or agent of the Company or on account of service at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions or agreements, the
Company has been informed that in the opinion of the Securities and Exchange
Commission (the "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 the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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.
The Company has obtained directors' and officers' insurance which insures
directors and officers of the Company against wrongful acts as a director or
officer, including civil liabilities pursuant to the Securities Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
See "Exhibit Index" herein.
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrants
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.
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The undersigned registrant hereby undertakes further:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
(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.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]
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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 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 Columbus, State of Ohio, on this 24th day of July, 1997.
CONSOLIDATED STORES CORPORATION
Date: July 24, 1997 By: /s/ William G. Kelley
-----------------------------------
William G. Kelley
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: July 24 , 1997 /s/ William G. Kelley
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William G. Kelley
Chairman of the Board and Chief
Executive Officer
Date: July 24 , 1997 /s/ Michael L. Glazer
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Michael L. Glazer
President
Date: July 24 , 1997 /s/ Michael J. Potter
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Michael J. Potter
Senior Vice President, Chief Financial
and Accounting Officer
Date: July 24 , 1997
Sheldon M. Berman William G. Kelley Nathan Morton
W. Eric Carlborg David T. Kollat Dennis B. Tishkoff
Michael L. Glazer Brenda J. Lauderback William A. Wickham
Directors
Albert J. Bell, by signing his name hereto, does hereby sign this Form S-8
pursuant to the Powers of Attorney executed by the Directors named, filed with
the Securities and Exchange Commission on behalf of such Directors, all in the
capacities indicated and on the date stated, such persons being a majority of
the Directors of the Registrant.
Date: July 24 , 1997 /s/ Albert J. Bell
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Albert J. Bell
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No Document
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3(a) Form of Restated Certificate of Incorporation of the
Company (Exhibit 4(a) to the Company Registration
Statement (No. 33-6086) on Form S-8 and incorporated
herein by reference)
3(b) Amended and Restated By-laws of the Company (Exhibit 3(c)
to the Company's Annual Report on Form 10-K for the year
ended February 3, 1990 and incorporated herein by
reference)
3(c) Amendment to By-laws dated April 14, 1992 (Exhibit 3(c) to
the Company's Annual Report on Form 10-K for the year
ended February 1, 1992 and incorporated herein by
reference)
4(a) Specimen Stock Certificate (Exhibit 4(a) to the Company's
Annual Report on Form 10-K for the year ended February 1,
1992 and incorporated herein by reference)
4(b) Summary of Rights to Purchase Preferred Stock (Exhibit
4(b) to the Company's Annual Report on Form 10-K for the
year ended February 3, 1990 and incorporated herein by
reference)
4(c) Rights Agreement between the Company and National City
Bank (Exhibit 4(c) to the Company's Annual Report on Form
10-K for the year ended February 3, 1990 and incorporated
herein by reference)
4(d) Form of Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock of the
Company (Exhibit 4(d) to the Company's Annual Report on
Form 10-K for the year ended February 3, 1990 and
incorporated herein by reference)
5* Opinion of Counsel re Legality
10(a)* Consolidated Stores Corporation 1996 Performance Incentive
Plan as Amended and Restated on July 23, 1996
10(a)(i) Consolidated Stores Corporation Directors Stock Option
Plan (Exhibit 10(q) to the Company's Registration
Statement (No. 33-42502) on Form S-8 and incorporated
herein by reference)
10(a)(ii) Consolidated Stores Corporation Amended and Restated
Directors Stock Option Plan (Exhibit 10(c)(ii) to the
Company's Annual Report on Form 10-K for the year ended
February 1, 1992 and incorporated herein by reference)
10(b) Consolidated Stores Corporation Supplemental Savings Plan
(Exhibit 10(r) to the Company's Registration Statement
(No. 33-42692) on Form S-8 and incorporated herein by
reference)
10(c) CSIC Pension Plan and Trust dated March 1, 1976 (Exhibit
10(h)(ii) to the Company's Registration Statement (No.
2-97642) on Form S-1 and incorporated herein by reference)
10(c)(i) Amendment to CSIC Pension Plan and Trust (Exhibit
10(h)(ii) to the Company's Registration Statement (No.
2-97642) on Form S-1 and incorporated herein by reference)
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EXHIBIT INDEX - CONTINUED
Exhibit No Document
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10(c)(ii) Amendment No. 2 to CSIC Pension Plan and Trust (Filed as an
Exhibit to the Company's Registration Statement (No. 33-6086) on
Form S-8 and incorporated herein by reference)
10(d) Amended and Restated Credit Agreement dated as of May 3, 1996, by
and among Consolidated Stores Corporation, an Ohio corporation
(the "Borrower"), the BANKS (as defined), and The Bank of New
York, in its capacity as Syndication Agent and as Managing Agent,
National City Bank of Columbus, in its capacity as Administrative
Agent ("Administrative Agent") and as Managing Agent, PNC Bank,
Ohio, National Association, in its capacity as Arranger, as
Documentation Agent (the "Documentation Agent") and as Managing
Agent , Bank One, Columbus, N.A., in its capacity as Managing
Agent, and National City Bank in its capacity as Managing Agent
(Exhibit 10(d) to the Company's Annual Report on Form 10-K for the
year ended February 1, 1997 and incorporated herein by reference)
10(e) Consolidated Stores Corporation 7% Senior Subordinated Note due
May 4, 2000 (Exhibit 10(b) to the Company's Current Report on Form
8-K dated May 10, 1996, and incorporated herein by reference)
10(e)(i) Indenture, dated as of May 5, 1996, between Consolidated Stores
Corporation, an Ohio corporation, and The Bank of New York, a New
York banking corporation (the "Trustee") for the equal and ratable
benefit of the Holders of the Company's Subordinated Notes due May
4, 2000 (Exhibit 10(b)(i) to the Company's Current Report on Form
8-K dated May 10, 1996, and incorporated herein by reference)
10(e)(ii) First Supplemental Indenture, dated as of January 22, 1997, among
Consolidated Stores Corporation, an Ohio corporation, and The Bank
of New York, a New York banking corporation (Exhibit 10(e)(ii) to
the Company's Annual Report on Form 10-K for the year ended
February 1, 1997 and incorporated herein by reference)
10(f) Stock Purchase Agreement dated as of March 25, 1996 between
Melville Corporation and Consolidated Stores Corporation relating
to the purchase and sale of 100% of the Common Stock of Kay-Bee
Center, Inc. (Exhibit B to the Company's Current Report on Form
8-K dated April 8, 1996, and incorporated herein by reference)
10(f)(i) Amendment No. 1 to Stock Purchase Agreement dated as of March 25,
1996 between Melville Corporation and Consolidated Stores
Corporation relating to the purchase and sales of 100% of the
Common Stock of Kay-Bee Center, Inc. (Exhibit 10 to the Company's
Current Report on Form 8-K dated May 10, 1996, and incorporated
herein by reference)
10(g) Employment Agreement with William G. Kelley (Exhibit 10(r) to
the Company's Annual Report on Form 10-K for the year ended
February 3, 1990 and incorporated herein by reference)
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EXHIBIT INDEX - CONTINUED
Exhibit No Document
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10(g)(i) Amendment No. 1 to Employment Agreement with William G. Kelley
(Exhibit 10(f)(i) to the Company's Annual Report on Form 10-K
for the year ended February 3, 1996 and incorporated herein by
reference)
10(h) Employment Agreement with Armen Bahadurian (Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
July 29, 1995, and incorporated herein by reference)
10(i) Employment Agreement with Charles Freidenberg (Exhibit 10(b) to
the Company's Quarterly Report on Form 10-Q for the quarter
ended July 29, 1995, and incorporated herein by reference)
10(j) Employment Agreement with Michael L. Glazer (Exhibit 10(c) to
the Company's Quarterly Report on Form 10-Q for the quarter
ended July 29, 1995, and incorporated herein by reference)
10(k) Employment Agreement with C. Matthew Hunnell (Exhibit 10(d) to
the Company's Quarterly Report on Form 10-Q for the quarter
ended July 29, 1995, and incorporated herein by reference)
10(l) Consolidated Stores Corporation 1987 Restricted Stock Plan as
amended and restated (Exhibit 10(p)(i) to the Company's Annual
Report on Form 10-K for the year ended February 3, 1990 and
incorporated by reference herein)
10(m) Consolidated Stores Corporation Savings Plan and Trust, as
amended and restated (Exhibit 10(q)(i) to the Company's Annual
Report on Form 10-K for the year ended February 3, 1990 and
incorporated by reference herein)
10(n) The Consolidated Stores Corporation Key Associate Annual
Incentive Compensation Plan (Exhibit 10(n) to the Company's
Annual Report on Form 10-K for the year ended February 1, 1997
and incorporated herein by reference)
10(o) Form of Executive Severance Agreement of the Company (Exhibit
10(s)(i) to the Company's Annual Report on Form 10-K for the
year ended February 3, 1990 and incorporated herein by
reference)
10(p) Consolidated Stores Executive Benefits Plan (Exhibit 10(t) to
the Company's Annual Report on Form 10-K for the year ended
February 3, 1990 and incorporated herein by reference)
21 List of subsidiaries of the Company (Exhibit 21 to the Company's
Annual Report on Form 10-K for the year ended February 1, 1997
and incorporated herein by reference)
23* Consent of Deloitte & Touche LLP
24 Power of Attorney for William G. Kelley, Michael L. Glazer and
Michael J. Potter (Exhibit 24 included in Part II of the
Company's Registration Statement (No. 333-2545) on Form S-3 and
incorporated herein by reference)
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EXHIBIT INDEX - CONTINUED
Exhibit No Document
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24.1 Power of Attorney for David T. Kollat (Exhibit 24.1 to the
Company's Registration Statement (No. 333-2545) on Form S-3 and
incorporated herein by reference)
24.2 Power of Attorney for Nathan P. Morton (Exhibit 24.2 to the
Company's Registration Statement (No. 333-2545) on Form S-3 and
incorporated herein by reference)
24.3 Power of Attorney for Dennis B. Tishkoff (Exhibit 24.4 to the
Company's Registration Statement (No. 333-2545) on Form S-3 and
incorporated herein by reference)
24.4 Power of Attorney for William A. Wickham (Exhibit 24.5 to the
Company's Registration Statement (No. 333-2545) on Form S-3 and
incorporated herein by reference)
24.5 Power of Attorney for Sheldon M. Berman (Exhibit 24.6 to the
Company's Registration Statement (No. 333-2545) on Form S-3 and
incorporated herein by reference)
24.6* Power of Attorney for W. Eric Carlborg
24.7* Power of Attorney for Brenda J. Lauderback
27 Financial Data Schedule (Exhibit 27 to the Company's Annual
Report on Form 10-K for the year ended February 1, 1997 and
incorporated herein by reference)
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