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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 31-0801335
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1100 EAST CENTRAL AVENUE
DAYTON, OHIO 45449-1888
(Address of principal executive offices) (Zip code)
ROBERDS, INC. AMENDED 1993 STOCK INCENTIVE PLAN
(Full title of the plan)
ROBERT M. WILSON, 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 seven 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, Registration No. 333-37829 and Registration No. 333-43977.
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE (3) OFFERING PRICE (3)
- ---------------------------- ------------------------ --------------------- ---------------------- ------------------------
Common Shares
without par value 1,700,000 shares (1)(2) $1.4375 $2,443,750 $679.36
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(1) Additional number of shares that may be issued under the Roberds,
Inc. Amended 1993 Stock Incentive Plan ( "Plan").
(2) 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.
(3) 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 SmallCap Market for September 20, 1999.
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EXPLANATORY NOTES
This Registration Statement has been filed to register 1,700,000
additional Common Shares made available under the Roberds, Inc. Amended 1993
Stock Incentive Plan ("Plan") by reason of the amendment thereto approved
effective April 30, 1999.
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's earlier Registration Statement on Form S-8 (File No. 33-97262)
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 ("Deferred Compensation
Plan") or the Roberds, Inc. 1993 Outside Director Stock Option Plan ("Director
Plan"), or (ii) certain of its directors, officers and employees who have
acquired or may acquire shares pursuant to the Roberds, Inc. Profit Sharing and
Employee Retirement Savings Plan ("Retirement Savings Plan"), the Roberds, Inc.
Amended Employee Stock Purchase Plan ("Stock Purchase Plan") and the Plan.
Registration statements on Form S-8 have been filed with the Securities and
Exchange Commission relating to Common Shares issued or issuable under the
Deferred Compensation Plan (File No. 333-19903), the Director Plan (33-79182),
the Retirement Savings Plan (33-81086 and 333-43977), the Stock Purchase Plan
(33-73900 and 333-37829), and the Plan (33-97262).
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PROSPECTUS
ROBERDS, INC.
3,760,000 COMMON SHARES
Without Par Value
This Prospectus relates to not more than 3,760,000 Common Shares
without par value ("Common Shares") of Roberds, Inc., an Ohio corporation
("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 Amended Stock Incentive Plan, the Roberds, Inc. Amended
Employee Stock Purchase Plan or 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 ("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 SmallCap Market of the
Nasdaq Stock Market under the symbol "RBDS." On September 22, 1999, the closing
price of the Common Shares was $1.25.
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 ("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 September 23, 1999.
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AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8
("Registration Statement") under the Securities Act with the Securities and
Exchange Commission ("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 ("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. Information on the operation of the Commission's
public reference facilities can be obtained from the Commission by calling
1-800-SEC-0330. In addition, the Commission maintains an Internet site 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 SmallCap Market 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, 1998.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999.
3. 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.
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
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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
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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
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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
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The Company's planned growth depends, in part, on its ability to expand into new
markets and, to a lesser extent, its ability to open new stores within its
existing market areas. There is no assurance 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; hire, train, and integrate employees and managers
in those new stores; or that the Company will have access to sufficient
financial resources to permit further expansion. Similarly, there can be no
assurance that the Company can enter new markets successfully.
COMPETITION
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The retail sale of furniture, bedding, major appliances, and consumer
electronics products in the United States is highly competitive and, for
furniture and bedding products, is highly fragmented. There are large numbers of
local, regional, and national chains of department stores, specialty retailers,
and mass and catalog merchandisers, as well as mail-order and internet
merchandisers, competing in each of the Company's product categories and within
its geographic markets. Many of these competitors are publicly held and have
financial and other resources substantially greater than those of the Company.
Further, many of the Company's competitors, particularly in the appliance and
electronics product categories, have suffered severe financial problems. From
time to time, this has caused the Company to have to compete against retailers
that are liquidating merchandise or operating under the protection of the
bankruptcy laws. In the major appliance and consumer electronics categories,
there has been significant expansion into the Company's markets by publicly held
national "superstore" chains, which has greatly increased the competitive
environment in those product categories. In general, these competitive
conditions have led to heavy advertising, severe price competition, and
extensive use of "same-as-cash" programs. The Company expects such competition
to continue.
CONTROL BY INITIAL SHAREHOLDERS
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Three individuals ("Initial Shareholders") owned all of the outstanding Common
Shares prior to the initial public offering in
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1993 ("IPO"). Two of those individuals, their spouses, and the estate of one of
them continue to own 49.5 percent of the outstanding Common Shares, and may 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.
DEPENDENCE ON LEASES WITH AFFILIATED PARTIES
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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
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The Company's future 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
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As of the date of this Prospectus, 6,191,762 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. As noted above, the Initial Shareholders
hold nearly a majority of the Common Shares, which are eligible for sale in the
public market pursuant to Rule 144 promulgated under the Securities Act of 1933.
In addition, the Company has filed Registration Statements on Form S-8 with
respect to all of the 3,000,000 Common Shares issuable under the Company's 1993
Stock Incentive Plan, all of the 10,000 Common Shares issuable pursuant to the
Company's Outside Director Stock Option Plan, all of the 225,000 Common Shares
issuable under the Company's Profit Sharing and Employee Retirement Savings
Plan, all of the 500,000 Common Shares issuable under the Roberds, Inc. Amended
Employee Stock Purchase Plan, and all of the 25,000 Common Shares issuable under
the Amended and Restated Deferred Compensation Plan for Outside Directors. 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
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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
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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 June 30, 1999 and that may be identified in future filings by the
Company with the SEC.
CHANGE IN LISTING OF ROBERDS' SHARES ON NASDAQ
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As described more fully in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, Nasdaq changed the listing of the Company's shares
from the National Market tier of the Nasdaq Stock Market to the SmallCap Market,
effective June 21, 1999. It is not yet clear what impact this change may have on
trading in the Company's Common Shares or their price.
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OPERATING LOSSES
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The Company has lost money in each of the years 1996-98 and for the six months
ended June 30, 1999. While the Company has implemented plans and a structure to
turn around its performance, there can be no assurance that it will be
successful in doing so.
FINANCIAL COVENANTS REQUIRE IMPROVEMENT IN RESULTS FROM OPERATIONS
- ------------------------------------------------------------------
In March 1999, the Company refinanced its revolving line of credit. The line of
credit includes certain restrictive covenants including, among others,
limitations on capital expenditures and the aggregate amount of funded debt.
The line prohibits the payment of dividends. The line also requires the
maintenance of a minimum fixed-charge-coverage ratio, which becomes
increasingly restrictive over time. In order to comply with this covenant, the
Company must improve operations significantly during 1999 over the actual
results experienced during 1998. If such improvements are not achieved, the
Company will have to renegotiate the covenants in order to remain in compliance.
Several of the Company's mortgage notes payable also include restrictive
covenants, including the maintenance of maximum debt to net worth ratios and a
requirement to maintain a minimum of $25,000 of tangible net worth. If these
covenants can not be maintained, the Company will have to renegotiate the
covenants in order to remain in compliance.
The Company has no assurance that the renegotiations discussed above, if
necessary, will be successful. If such renegotiations are not successful, the
Company will seek alternative financing sources. While the Company believes
that such financing can be obtained, there can be no assurance that it can be
obtained at all, or that it can be obtained on terms or at rates comparable to
those in the existing agreement or acceptable to the Company.
LABOR RELATIONS
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On May 15, 1999, a majority of the commissioned sales associates in the
Company's Ohio region voted to be represented by the United Food and Commercial
Workers, Local 1099. Bargaining has commenced, but it is not clear what changes,
if any, may be made to the Company's work practices, compensation arrangements,
or benefits programs as the result of such bargaining.
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PLAN OF DISTRIBUTION
The following table sets forth at August 31, 1999, 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 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)
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Donald C. Wright Chairman 1,495,670 1,495,670 22.2
433 Windsor Park Drive
Dayton, Ohio 45459
Deborah A. Fletcher 1,324,401 1,324,401 19.7
1110 East Central Avenue
Dayton, Ohio 45449
Howard W. Smith Director 176,627 176,627 2.6
P.O. Box 390
Gray Hawk, Kentucky 40434
Billy D. Benton Executive Vice President- 154,355 144,355 10,000 *
General Merchandise
Manager
Melvin H. Baskin Chief Executive Officer 100,000 100,000 *
Robert M. Wilson President, Chief 66,230 65,230 1,000 *
Administrative Officer,
General Counsel,
Secretary, Director
James F. Robeson Vice Chairman 44,509 41,009 3,500 *
5120 Bonham Road
Oxford, Ohio 45056
Michael Van Autreve Vice President- 43,770 43,770 *
Bedding
R. Brian Good Senior Vice President- 41,200 25,000 16,200 *
Stores
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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)
- ---------------- ----- ---------- ------------- ------------- -------------
Charles H. Palko Vice President - 30,000 30,000 *
Appliances and
Electronics
M. Scott Taylor Vice President- 20,000 20,000 *
Human Resources
Michael A. Bruns Vice President, 17,729 17,729 *
Controller, Chief
Accounting Officer
Wayne P. McCollum Chief Information Officer 17,500 16,500 1,000 *
Wayne B. Hawkins Treasurer, 17,318 17,318 *
Assistant Secretary
Gearry Davenport Chief Financial Officer 15,500 15,500 *
Gilbert P. Williamson Director 13,864 13,864 *
2320 Kettering Tower
Dayton, Ohio 45423
Steven Dominguez Vice President- 12,500 12,500 *
Visual Merchandising
Sandra J. Jackson Vice President-Marketing 12,500 12,500 *
Jonathan W. House Vice President-Warehousing, 10,000 10,000 *
Distribution and Logistics
Theodore D. Palmer Vice President-Store 10,000 10,000 *
Operations and Control
Jerry L. Kirby Director 3,500 2,000 1,500 *
One Fifth/Third Centre
Dayton, Ohio 45402
Unless indicated otherwise, the business address of all the individuals listed
above is 1100 East Central Avenue, Dayton, Ohio 45449-1888.
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* 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.
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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 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 Company's Amended Code of Regulations provides that the
Registrant shall provide indemnity 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
Company 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.
11
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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 September 23, 1999.
ROBERDS, INC.
By: /s/ Robert M. Wilson
-------------------------
Robert M. Wilson
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 September 23, 1999.
SIGNATURE TITLE
--------- -----
* Chief Executive Officer, Director
- -------------------------
Melvin H. Baskin
/s/ Robert M. Wilson Director, President, and
- ------------------------- Chief Administrative Officer
Robert M. Wilson
* Chief Financial Officer (Principal Financial Officer)
- -------------------------
Gearry Davenport
* Vice President, Controller and Chief Accounting
- ------------------------- Officer (Principal Accounting Officer)
Michael A. Bruns
* Vice Chairman of the Board of Directors
- -------------------------
James F. Robeson
* Director
- -------------------------
Jerry L. Kirby
* Director
- -------------------------
Gilbert P. Williamson
* Director
- -------------------------
Howard W. Smith
* Chairman of the Board of Directors
- -------------------------
Donald C. Wright
*By: /s/ Robert M. Wilson
---------------------------
Robert M. Wilson
Attorney-in-Fact
pursuant to powers of attorney filed herewith
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EXHIBIT INDEX
-------------
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
5.1 Opinion of Arter & Hadden LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Arter & Hadden LLP (Included in Exhibit 5.1).
24 Powers of Attorney.
99.1 Roberds, Inc. Amended 1993 Stock Incentive Plan, as amended April 30, 1999
13