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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 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
ROBERDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 731-0801335
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
1100 EAST CENTRAL AVENUE 45449-1888
DAYTON, OHIO (Zip code)
(Address of principal executive offices)
ROBERDS, INC. PROFIT SHARING AND
EMPLOYEE RETIREMENT SAVINGS PLAN
(Full title of the plan)
ROBERT M. WILSON, EXECUTIVE VICE PRESIDENT COPIES TO:
ROBERDS, INC. GLENN E. MORRICAL, ESQ.
1100 EAST CENTRAL AVENUE ARTER & HADDEN LLP
DAYTON, OHIO 45449-1888 925 EUCLID AVENUE
(Name and address of agent for service) 1100 HUNTINGTON BUILDING
CLEVELAND, OHIO 44115
(937) 859-5127 (216) 696-1100
(Telephone number, including area code, of agent
for service)
Pursuant to Rule 429(b), the Resale Prospectus constituting a part of this
Registration Statement also relates to the following six Registration Statements
on Form S-8: Registration No. 33-73900, Registration No. 33-79182, Registration
No. 33-81086, Registration No. 33-97262, Registration No. 333-19903 and
Registration No. 333-37829.
CALCULATION OF REGISTRATION FEE
=============================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED(1) REGISTERED PER SHARE(4) OFFERING PRICE(4) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Common Shares without par
value....................... 200,000 shares(2)(3) $3.125 $625,000 $184.38
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(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 shares that may be issued under the Roberds, Inc.
Profit Sharing and Employee Retirement Savings Plan (the "Plan").
(3) Pursuant to Rule 416 under the Securities Act, additional Common Shares 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 January 7, 1998.
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EXPLANATORY NOTES
This Registration Statement has been filed to register 200,000 additional
Common Shares made available under the Roberds, Inc. Profit Sharing and Employee
Retirement Savings Plan. Pursuant to General Instruction E to Form S-8, the
contents of the Registrant's earlier Registration Statement on Form S-8 (File
No. 33-81086) 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.
This Registration Statement also contains a Prospectus as provided by
General Instruction C to Form S-8 which relates to reoffers and resales of
Common Shares of the Registrant by (i) certain of its directors who have
acquired or may acquire shares pursuant to the Amended and Restated Roberds,
Inc. Deferred Compensation Plan for Outside Directors (the "Deferred
Compensation Plan") or the Roberds, Inc. 1993 Outside Director Stock Option Plan
(the "Director Plan"), or (ii) certain of its directors, officers and employees
who have acquired or may acquire shares pursuant to the Roberds, Inc. 1993 Stock
Incentive Plan (the "Incentive Plan"), the Roberds, Inc. Amended Employee Stock
Purchase Plan (the "Stock Purchase Plan") and the Plan. Registration statements
on Form S-8 relating to Common Shares issued under the Deferred Compensation
Plan, the Director Plan, the Incentive Plan, the Stock Purchase Plan and the
Plan have been filed with the Securities and Exchange Commission (File Nos.
333-19903, 33-79182, 33-97262, 33-73900, 333-37829, and 33-81086, respectively).
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PROSPECTUS
ROBERDS, INC.
2,060,000 COMMON SHARES
Without Par Value
This Prospectus relates to not more than 2,060,000 Common Shares without
par value (the "Common Shares") of Roberds, Inc., an Ohio corporation (the
"Company"), which have been or may be acquired by certain of its directors
pursuant to the Roberds, Inc. Outside 1993 Director Stock Option Plan or the
Amended and Restated Roberds, Inc. Deferred Compensation Plan for Outside
Directors or certain of its directors, officers and employees pursuant to the
Roberds, Inc. 1993 Stock Incentive Plan, the Roberds, Inc. Amended Employee
Stock Purchase Plan and the Roberds, Inc. Profit Sharing and Employee Retirement
Savings Plan (collectively referred to in this Prospectus as the "Plans"). This
Prospectus covers any offers that may be made from time to time by any or all of
the security holders named herein (the "Security Holders"). None of the Security
Holders have indicated to the Company any present intent to sell any shares of
the Company. It is anticipated that the Security Holders will offer shares for
sale at prices related to prevailing market prices. The Company will receive no
part of the proceeds of the sales, if any, made hereunder. All expenses of
registration are being borne by the Company, but all selling and other expenses,
if any, incurred by the individual Security Holders will be borne by such
Security Holders.
The Company's common shares trade on the Nasdaq National Market tier of the
Nasdaq Stock Market under the symbol "RBDS." On January 7, 1998, the closing
price of the Common Shares was $3.00.
The Security Holders and any broker executing selling orders on behalf of
any Security Holder may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be an underwriting
commission under the Securities Act.
SEE "CERTAIN FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON SHARES OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is January 9, 1998.
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AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act with the Securities and
Exchange Commission (the "Commission") which includes this Prospectus with
respect to the Common Shares of the Company offered by Security Holders hereby.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement. For further
information with respect to the Company and the Common Shares offered hereby,
reference is made to the Registration Statement, including the exhibits and
schedules thereto, which may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20459 or at its Regional Offices located at 500 West Madison, 14th Floor,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New
York 10048. Statements contained in this Prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.
The Company files reports and other information with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Reports, proxy statements and other information filed by the Company with
the Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
or at its Regional Offices located at 500 West Madison, 14th Floor, Chicago,
Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New York
10048, and copies of such material can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, the Commission maintains a Website at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company.
The Common Shares trade on the Nasdaq National Market tier of the Nasdaq
Stock Market, and reports, proxy statements and other information concerning the
Company may be inspected and copied at the offices of the Nasdaq Stock Market
at 1735 K Street, N.W., Washington, D.C. 20006.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus is delivered, upon oral or written request of such
person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the attention of the
Corporate Secretary, Roberds, Inc., 1100 East Central Avenue, Dayton, Ohio
45449-1888, (937) 859-5127.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company previously filed with the Commission
are, as of their respective dates, incorporated in this Prospectus by reference
and made a part hereof:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
3. The Registrant's Report on Form 8-K filed on November 25, 1997.
4. Description of the Registrant's Common Shares contained in Item 1
of the Registrant's Registration Statement on Form 8-A (File No. 0-22702)
filed under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All reports filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all Common Shares
offered have been sold or which deregisters all Common Shares then remaining
unsold, shall be deemed to be incorporated by reference herein and to be made a
part hereof from the respective date of filing such documents.
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein which has been filed with the Commission as of
the date hereof shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement contained
in this Prospectus shall be deemed to be modified or superseded by any statement
contained in a document incorporated or deemed to be incorporated by reference
which has been filed with the Commission after the date hereof to the extent
that a statement written in such subsequently filed document modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge a copy of all documents mentioned
above which have been or may be incorporated in this Prospectus by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that is incorporated herein) to
each person receiving this Prospectus (including any beneficial owner), upon the
written or oral request of such person. Requests for such copies should be
directed to:
Roberds, Inc.
Attention: Corporate Secretary
1100 East Central Avenue
Dayton, Ohio 45449-1888
Telephone: (937) 859-5127
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OF THE SECURITY HOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF ANY OFFER TO BUY, ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR A
SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
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THE COMPANY
Roberds is a leading retailer of a broad range of home furnishing products,
including furniture, bedding, major appliances, and consumer electronics.
The Company was incorporated in 1971 under the laws of the State of Ohio.
Its executive offices are located at 1100 East Central Avenue, Dayton, Ohio
45449-1888, and its telephone number is (937) 859-5127.
CERTAIN FACTORS
In considering matters discussed in this Prospectus, prospective purchasers
of Common Shares should carefully consider certain risks associated with the
Common Shares including, but not limited to, the following:
CYCLICAL NATURE OF BUSINESS
The market for furniture, bedding, major appliances, and consumer
electronics has historically been cyclical, fluctuating significantly with
general economic cycles. During economic downturns, these product lines tend to
experience longer periods of recession and greater declines than the general
economy. The Company believes that the industry is significantly influenced by
economic conditions generally and particularly by the level of housing activity,
interest rates, consumer confidence, personal discretionary spending, and credit
availability. There can be no assurance that a prolonged economic downturn would
not have a material adverse effect on the Company.
RELIANCE ON VENDORS AND PRODUCT LINES
Vendors provide the Company with substantial incentives in the form of
discounts, volume rebates, inventory financing programs, and cooperative
advertising. There can be no assurance that such vendor incentives will continue
at such levels. A reduction in or discontinuance of these vendor incentives or
significant delays in receiving them could have a material adverse effect on the
Company. Access to certain vendors and brand names is important to the Company's
continuing success. The loss of a key vendor, such as General Electric or
Broyhill, could have a material adverse effect on the Company.
EXPANSION
The Company's growth depends, in part, on its ability to open new stores in
existing markets and expand into new markets. There can be no assurance,
however, that the Company will be able to locate favorable store sites and
arrange favorable leases for new stores, open new stores in a timely manner, and
hire, train and integrate employees and managers in those new stores. There can
be no assurance that the Company will be successful in its existing markets or
in any markets into which it may expand.
COMPETITION
The furniture, bedding, major appliance, and consumer electronics retailing
industries are highly competitive and fragmented. While the Company's
competition varies by product line and geographic market, Roberds competes with
many independent local retailers, regional and national specialty retailers,
department stores, general merchandisers, and mail order merchandisers.
Competition has caused decreased gross margins, particularly in the electronics
product category. Certain of the companies that compete directly with the
Company have substantially greater financial and other resources than those of
the Company.
CONTROL BY INITIAL SHAREHOLDERS
Messrs. Kenneth W. Fletcher, Howard W. Smith, and Donald C. Wright
("Initial Shareholders"), who owned all of the outstanding Common Shares prior
to the initial public offering in 1993 ("IPO"), continue to own a majority of
the outstanding Common Shares, and continue to be in a position to control the
outcome of all action requiring shareholder approval, including the election of
the entire Board of Directors, thereby insuring their ability to control the
future direction and management of the Company.
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DEPENDENCE ON LEASES WITH AFFILIATED PARTIES
The Company leases a substantial number of its properties from the Initial
Shareholders or entities controlled by one or more of them.
DEPENDENCE ON SENIOR MANAGEMENT
The Company's performance depends to a significant extent upon the efforts
and abilities of certain members of senior management. The loss of the services
of any member of senior management could have a material adverse effect upon the
Company.
SHARES ELIGIBLE FOR FUTURE SALE
At December 26, 1997, 6,006,041 Common Shares were outstanding. Of these
shares, the 2,700,000 Common Shares sold in the IPO are eligible for sale in the
public market without restriction, except for any shares purchased in the IPO by
an affiliate of the Company, 3,166,667 Common Shares are eligible for sale in
the public market pursuant to Rule 144 promulgated under the Securities Act of
1933, and the remaining 139,374 Common Shares have been sold or delivered
pursuant to registrations of Common Shares issued through various employee
benefit plans. The Company has filed Registration Statements on Form S-8 with
respect to all of the 1,300,000 Common Shares issuable under the Company's 1993
Stock Incentive Plan, all of the 10,000 Common Shares issuable pursuant to the
Company's 1993 Outside Director Stock Option Plan, all of the 500,000 Common
Shares issuable under the Company's Employee Stock Purchase Plan, 25,000 Common
Shares issuable under the Amended and Restated Roberds, Inc. Deferred
Compensation Plan for Outside Directors, and all of the 225,000 Common Shares
issuable under the Plan. Sales of a substantial number of Common Shares in the
public market, whether by purchasers in the IPO or Initial Shareholders, or the
perception that such sales could occur, could adversely affect the market price
of the Common Shares and could impair the Company's future ability to raise
capital through an offering of its equity securities.
EFFECT OF CERTAIN CHARTER AND REGULATION PROVISIONS
The Company's Amended Articles of Incorporation and Regulations contain
provisions that may discourage acquisition bids for the Company and could limit
the price that certain investors might be willing to pay in the future for
Common Shares. Among such provisions are requirements for staggered terms of
directors and super-majority voting requirements for certain business
combinations.
OTHER FACTORS POSSIBLY AFFECTING FUTURE PERFORMANCE OF THE COMPANY
In addition to the factors identified above, future performance of the
Company may be affected by the factors identified in the section headed
"Forward-Looking Statements" contained in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997 and that may be identified in
future filings by the Company with the SEC.
PLAN OF DISTRIBUTION
The following table sets forth at December 26, 1997, the names of the
Security Holders, relevant information regarding the relationship of the
Security Holders to the Company, the number of Common Shares beneficially owned
by each of them (including all shares that may be acquired upon exercise of
options or stock appreciation rights whether or not currently exercisable or
exercisable within 60 days), the number of shares covered by this
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Prospectus and the number and percentage of shares held assuming all shares
covered by the Prospectus were sold.
TOTAL NUMBER OF PERCENTAGE
NUMBER OF SHARES HELD OWNERSHIP
SHARES NUMBER OF ASSUMING ASSUMING
BENEFICIALLY SHARES SALE OF SALE OF
OWNED COVERED SHARES COVERED SHARES COVERED
NAME AND ADDRESS OF INCLUDING BY THIS BY THIS BY THIS
BENEFICIAL OWNER TITLE OPTIONS(1) PROSPECTUS(1) PROSPECTUS(2) PROSPECTUS(2)
- --------------------------- -------------------------- ------------ ------------- -------------- --------------
Kenneth W. Fletcher Chairman 1,496,020 -0- 1,496,020 24.9
1100 East Central Avenue
Dayton, Ohio 45449
Donald C. Wright Vice Chairman 1,495,670 -0- 1,495,670 24.9
1100 East Central Avenue
Dayton, Ohio 45449
Howard W. Smith Director 176,627 -0- 176,627 2.9
1100 East Central Avenue
Dayton, Ohio 45449
James F. Robeson Director, 36,445 35,445 1,000 *
1100 East Central Avenue Chief Executive Officer,
Dayton, Ohio 45449 President
Robert M. Wilson Executive Vice President 35,506 35,356 150 *
1100 East Central Avenue Chief Financial Officer,
Dayton, Ohio 45449 General Counsel,
Secretary, Director
Billy D. Benton Executive Vice President- 118,000 108,000 10,000 *
1100 East Central Avenue Operations
Dayton, Ohio 45449
Michael Van Autreve Vice President- 16,965 16,965 -0- *
1100 East Central Avenue Bedding
Dayton, Ohio 45449
Charles H. Palko Vice President - 10,000 10,000 -0- *
1100 East Central Avenue Appliances
Dayton, Ohio 45449
William A. Webber Vice President - 9,049 9,049 -0- *
1100 East Central Avenue Electronics
Dayton, Ohio 45449
Brent D. Scharff President - 1,569 1,569 -0- *
1100 East Central Avenue Dayton Market
Dayton, Ohio 45449
Stephen Giordano President - 15,000 15,000 -0- *
1100 East Central Avenue Atlanta Market
Dayton, Ohio 45449
Michael E. Ray President- 10,000 10,000 -0- *
1100 East Central Avenue Tampa Market
Dayton, Ohio 45449
James H. Scott President - 13,542 13,542 -0- *
1100 East Central Avenue Cincinnati Market
Dayton, Ohio 45449
Michael A. Bruns Vice President, 6,238 6,238 -0- *
1100 East Central Avenue Controller,
Dayton, Ohio 45449 Chief Accounting
Officer
Wayne B. Hawkins Treasurer, 6,029 6,029 -0- *
1100 East Central Avenue Assistant Secretary
Dayton, Ohio 45449
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TOTAL NUMBER OF PERCENTAGE
NUMBER OF SHARES HELD OWNERSHIP
SHARES NUMBER OF ASSUMING ASSUMING
BENEFICIALLY SHARES SALE OF SALE OF
OWNED COVERED SHARES COVERED SHARES COVERED
NAME AND ADDRESS OF INCLUDING BY THIS BY THIS BY THIS
BENEFICIAL OWNER TITLE OPTIONS(1) PROSPECTUS(1) PROSPECTUS(2) PROSPECTUS(2)
- --------------------------- -------------------------- ------------ ------------- -------------- --------------
C. E. Gunter Director 2,000 2,000 -0- *
1100 East Central Avenue
Dayton, Ohio 45449
Jerry L. Kirby Director 3,500 2,000 1,500 *
One Citizens Federal Centre
Dayton, Ohio 45402
Gilbert P. Williamson Director 5,142 5,142 -0- *
2320 Kettering Tower
Dayton, Ohio 45423
- ---------------
* Less than one percent
(1) Includes (a) all Common Shares that may be acquired upon exercise of options
outstanding at the date of this Prospectus, whether or not currently
exercisable or exercisable within 60 days and (b) all Common Shares vested
for the benefit of the named persons under the Roberds, Inc. Profit Sharing
and Employee Retirement Savings Plan, the Roberds, Inc. Employee Stock
Purchase Plan, the Roberds, Inc. 1993 Stock Incentive Plan or the Amended
and Restated Roberds, Inc. Deferred Compensation Plan for Outside Directors.
Excludes Common Shares covered by this Prospectus as to which the number is
not determinable because such Common Shares may be acquired in the future
under one or more of the plans.
(2) Assumes all Common Shares acquired by such persons covered by this
Prospectus have been sold. None of the Security Holders have indicated any
present intent to sell any shares of the Company.
The preceding table may be amended or supplemented from time to time to
reflect changes in the persons included as Security Holders and changes in other
information presented. Inclusion in the table as a Security Holder above is not
any admission that the person so named is an "executive officer" or affiliate of
the Company within the meaning of Rule 405 under the Securities Act.
The Security Holders may make private sales of the Common Shares from time
to time directly or through a broker or brokers. In connection with any sales,
the Security Holders and any brokers participating in such sale may be deemed to
be "underwriters" within the meaning of the Act. Security Holders may sell
shares in public or private transactions at negotiated prices or market prices
either directly or through a broker or brokers.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 1701.13 of the Ohio Revised Code provides generally 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 or suit because
such person was or is a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, or agent of another corporation or entity.
In the event that any director or officer succeeds on the merits in any action,
indemnification is required. Such indemnification includes attorneys fees,
actually and reasonably incurred by such a person in connection with the defense
or settlement of any such action or suit if 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, with regard to criminal actions, the director or officer
had no reason to believe his conduct was unlawful. In the context of a
derivative suit by or in the right of a corporation, a corporation may indemnify
a director or officer if the director or officer 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 such director or officer is not adjudged to be liable for
negligence or misconduct to the corporation, or the action or lawsuit is not
brought under provisions of the Ohio General Corporation Law pertaining to
unlawful loans, dividends or distributions of assets.
Directors only are entitled to advancement of costs incurred in defending
any suit or derivative action, provided that any such action does not arise
under the provisions of the Ohio General Corporation Law pertaining to unlawful
loans, dividends, or distributions of assets. In order to receive mandatory
advancement, a director
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must first agree to cooperate with the corporation and repay the amount advanced
if it is proven by clear and convincing evidence that his act or failure to act
was done with deliberate intent to cause injury to the corporation or reckless
disregard for the corporation's best interests.
The indemnification provided pursuant to the Ohio General Corporation Law
is not exclusive and is in addition to any further indemnification provided
pursuant to a corporation's code of regulations, any other agreement or
otherwise.
Article VI of the Registrant's Amended Code of Regulations provides that
the Registrant shall provide indemnity pursuant to the foregoing paragraph to
the fullest extent authorized by law, including, the provisions of the Ohio
General Corporation Law. In addition, the Amended Code of Regulations entitles
officers to advancement of costs incurred in defending any suit or derivative
action. In connection with actions initiated by any director or officer seeking
indemnity, indemnification will be provided only if the action, suit or
proceeding initiated by such person was authorized by the board of directors.
All indemnification rights provided by the Amended Code of Regulations are
deemed contract rights pursuant to which any such person entitled to
indemnification may bring suit as if the provisions of the Amended Code of
Regulations were set forth in a separate written contract between the Registrant
and any director or officer.
The Company maintains an insurance policy covering its directors and
officers for alleged wrongful acts or omissions within the scope of their duties
subject to certain exclusions and deductibles. The cost of that policy is borne
by the Company.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Directors, officers and persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.
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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 January 8, 1998.
ROBERDS, INC.
By: /s/ ROBERT M. WILSON
-------------------------------------
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 January 8, 1998.
SIGNATURE TITLE
- ---------------------------------------- ------------------------------------------------
* Chairman of the Board of Directors
- ----------------------------------------
Kenneth W. Fletcher
* Director, Chief Executive Officer and President
- ---------------------------------------- (Principal Executive Officer)
James F. Robeson
/s/ ROBERT M. WILSON Director, Executive Vice President and Chief
- ---------------------------------------- Financial Officer (Principal Financial Officer)
Robert M. Wilson
* 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
- ----------------------------------------
Howard W. Smith
*By: /s/ ROBERT M. WILSON
-----------------------------------
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 administrator 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 January 8, 1998.
ROBERDS, INC. PROFIT SHARING AND
EMPLOYEE RETIREMENT SAVINGS PLAN
By: Roberds, Inc., Plan Administrator
By: /s/ ROBERT M. WILSON
-----------------------------------
Robert M. Wilson, Executive Vice
President
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EXHIBIT INDEX
NUMBER DESCRIPTION OF DOCUMENT
- ------ ------------------------------------------------------------------------------
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. Profit Sharing and Employee Retirement Savings Plan.