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As filed with the Securities and Exchange Commission on October 14, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ROBERDS, INC.
(Exact name of registrant as specified in its charter)
OHIO 31-0801335
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1100 EAST CENTRAL AVENUE
DAYTON, OHIO 45449-1888
(Address of principal executive offices) (Zip code)
ROBERDS, INC. AMENDED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
ROBERT M. WILSON, EXECUTIVE VICE PRESIDENT
ROBERDS, INC.
1100 EAST CENTRAL AVENUE
DAYTON, OHIO 45449-1888
(Name and address of agent for service)
(937) 859-5127
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED (1) OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE (4) OFFERING PRICE (4) FEE
=========================== ========================= ========================= ========================== ================
Common Shares without par 350,000 shares (2)(3) $3.25 $1,137,500 $344.70
value
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<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933 the ("Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Additional number of Common Shares which may be issued pursuant to
the Roberds, Inc. Amended Employee Stock Purchase Plan as a result of the
amendment thereto approved effective May 13, 1997.
(3) Pursuant to Rule 416 under the Securities Act, additional shares of
the Common Stock of the Company issued or which become issuable in order to
prevent dilution resulting from any future stock split, stock dividend or
similar transaction are also being registered hereunder.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act based upon the average of the
high and low prices per share of the Company's Common Shares reported on the
Nasdaq National Market for October 10, 1997.
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EXPLANATORY NOTE
This Registration Statement has been filed to register the 350,000
additional Common Shares made available under the Roberds, Inc. Amended Employee
Stock Purchase Plan (the "Plan") by reason of the amendment thereto approved
effective May 13, 1997. Pursuant to General Instruction E to Form S-8, the
contents of the Registrant's earlier Registration Statement on Form S-8 (File
No. 33-73900) relating to the Plan are incorporated herein by reference and made
a part hereof, and only the items required pursuant to such instruction are
included herein.
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SIGNATURES
The Registrant. 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 Dayton, State of Ohio, on October 14, 1997.
ROBERDS, INC.
By: /s/ Robert M. Wilson
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Robert M. Wilson
Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 14th day of October, 1997.
SIGNATURE TITLE
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* Chairman of the Board of Directors,
- ----------------------------- Chief Executive Officer and President
Kenneth W. Fletcher (Principal Executive Officer)
/s/ Robert M. Wilson Director, Executive Vice President and
- ----------------------------- Chief Financial Officer (Principal Financial
Robert M. Wilson Officer)
* Vice President, Controller and Chief Accounting
- ----------------------------- Officer (Principal Accounting Officer)
Michael A. Bruns
* Director
- -----------------------------
Carl E. Gunter
* Director
- -----------------------------
Jerry L. Kirby
* Director
- -----------------------------
Gilbert P. Williamson
* Director
- -----------------------------
James F. Robeson
* Director
- -----------------------------
Howard W. Smith
*By: /s/ Robert M. Wilson
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Robert M. Wilson
Attorney-in-Fact
pursuant to powers of attorney filed herewith
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the plan administrators have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Dayton, State of Ohio, on October 14, 1997.
ROBERDS, INC. AMENDED EMPLOYEE STOCK
PURCHASE PLAN
By: /s/ Robert M. Wilson
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Robert M. Wilson
Plan Administrator
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EXHIBIT INDEX
NUMBER DESCRIPTION OF DOCUMENT
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5.1 Opinion of Arter & Hadden.
23.1 Independent Auditors' Consent.
23.2 Consent of Arter & Hadden (Included in Exhibit 5.1).
24 Powers of Attorney.
99.1 Roberds, Inc. Amended Employee Stock Purchase Plan.