Registration No. 333-________
As filed with the Securities and Exchange Commission on June 27, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Woolworth Corporation
(Exact name of registrant as specified in its charter)
New York 13-3513936
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 Broadway, New York, New York 10279
(Address of Principal Executive Offices) (Zip Code)
Woolworth Corporation Directors' Stock Plan
(Full title of the plan)
General Counsel, Woolworth Corporation, 233 Broadway, New York, NY 10279
(Name and address of agent for service)
(212) 553-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
Common Stock, 250,000 $21.4375 $5,359,375 $1,848.06
$.01 par value Shares
(including the
associated
Preferred Stock
Purchase Rights)
(1) In accordance with Rule 457 under the Securities Act of 1933, solely
for the purpose of calculating the registration fee, the maximum offering
price per share is based on the average of the high and low prices of
Registrant's common stock as reported on the Composite Tape for New York
Stock Exchange Listed Stocks on June 21, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Regis-
tration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
January 27, 1996;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the Exchange Act ) since the end of the
fiscal year covered by the Form 10-K referred to in (a) above; and
(c) the description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-B filed on August 7, 1989.
All documents subsequently filed by registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
hereby be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such docu-
ments.
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 IX of the By-laws of Registrant requires Registrant to
indemnify, to the fullest extent permitted by applicable law, any person
who (a) is or was made, or threatened to be made, a party to any action or
proceeding because that person or his or her testator or intestate is or
was a director or officer of Registrant or served, or is serving, at the
request of Registrant as a director, officer, employee, agent or fiduciary
of another corporation, partnership, joint venture, employee benefit plan,
trust or other enterprise, against judgments, fines, amounts paid in
settlement and expenses incurred as a result of such action or proceeding,
or appeal therein, and (b) has met the standards set forth in Section 721
of the New York Business Corporation Law (the "NYBCL"). Section 721 of the
NYBCL provides that no indemnification is to be provided to any person who
is a director or officer if a judgment or other final adjudication adverse
to such person establishes that (a) his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (b) he or she
personally gained, in fact, a financial profit or other advantage to which
he or she was not legally entitled.
Article IX of the By-laws also provides that Registrant shall, from
time to time, reimburse or advance to any person indemnified thereunder the
funds necessary for payment of expenses incurred in connection with any
action or proceeding subject to such indemnification, upon receipt by
Registrant of a written undertaking by or on behalf of such person to repay
such amounts(s) if a judgment or other final adjudication adverse to the
director or officer establishes that he or she did not meet the standards
set forth in Section 721 of the NYBCL.
Article IX of the By-laws also expressly authorizes Registrant to
enter into agreements providing for indemnification or the advancement of
expenses to the fullest extent permitted by applicable law. As more fully
explained below, Registrant has entered into (or intends to enter into)
agreements with each of Registrant's directors and officers to provide for
indemnification to the fullest extent permitted by applicable law.
Article TENTH of Registrant's Certificate of Incorporation requires
Registrant to indemnify its directors and officers, and permits Registrant
to indemnify others, to the fullest extent permitted by applicable law.
The extent and limitations of indemnification under Article TENTH of
Registrant's Certificate of Incorporation are substantially identical to
the indemnification provisions set forth in Article IX of Registrant's By-
laws.
Article ELEVENTH of Registrant's Certificate of Incorporation provides
that no director of Registrant shall be personally liable to Registrant or
to any of its shareholders for monetary damages for breach of fiduciary
duty as a director, except if a judgment or other final adjudication
adverse to such director establishes that his or her acts or omissions were
in bad faith or involved intentional misconduct or a knowing violation of
law or that such director gained, in fact, a financial profit or other
advantage to which he or she was not legally entitled or that such
director's acts violated Section 719 of the NYBCL.
As previously noted, Registrant has entered into indemnification
agreements with each of its directors and officers (and intends in the
future to enter into similar indemnification agreements with other persons
who become directors or officers of Registrant) which require Registrant
to, among other things, indemnify each director or officer for any and all
judgments, fines, amounts paid in settlement and expenses incurred in
connection with investigating, defending, being a witness or participating
in any threatened, pending or completed action, suit, proceeding, inquiry
or investigation, and to advance to each such director or officer his or
her costs and expenses of any such suit, proceeding, inquiry or investiga-
tion if such director or officer undertakes to pay back such advances to
the extent required by law. Prior to a "Change in Control" (as defined in
each indemnification agreement) of Registrant, a director or officer is not
entitled to indemnification under such agreement in any action or proceed-
ing voluntarily commenced by such indemnitee against Registrant or any
director or officer of Registrant, unless the institution of such action or
proceedings is joined in or consented to by Registrant.
Sections 721 through 726 of the NYCBL provide for indemnification of
directors and officers. If a director or officer is successful on the
merits or otherwise in a legal proceeding, such person must be indemnified
to the extent he or she was successful. Further, indemnification is
permitted in both third-party and derivative suits if such person acted in
good faith and for a purpose he or she reasonably believed was in the best
interest of Registrant, and if, in the case of a criminal proceeding, he or
she had no reasonable cause to believe his or her conduct was unlawful.
Indemnification under this provision applies to judgments, fines, amounts
paid in settlement and reasonable expenses, in the case of derivative
actions. In a derivative action, however, a director or officer may not be
indemnified for amounts paid to settle such a suit or for any claim, issue
or matter as to which such person shall have been adjudged liable to
Registrant absent a court determination that the person is fairly and
reasonably entitled to indemnity. Notwithstanding the failure of Regis-
trant to provide indemnification and despite any contrary resolution of the
board of directors, indemnification shall be awarded by the proper court
pursuant to Section 724 of the NYBCL. Under New York law (and as provided
in Article IX of Registrant's By-laws and in the indemnification agreements
previously described), expenses may be advanced upon receipt of an under-
taking by or on behalf of the director or officer to repay the amounts in
the event the recipient is ultimately found not to be entitled to indemni-
fication. The advance is conditioned only upon receipt of the undertaking
and not upon a finding that the officer or director has met the applicable
indemnity standards.
In addition, Registrant has directors and officers liability insurance
policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of or incorporated by reference in this
Registration Statement are listed in the Index of Exhibits.
ITEM 9. UNDERTAKINGS.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration State-
ment or any material change to such information in this Registration
Statement.
Provided however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amend-
ment any of the securities being registered hereby which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securi-
ties Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant
has been advised 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. If a claim for indemni-
fication against such liabilities (other than the payment by Registrant of
expenses incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted against Registrant by such director, officer or controlling person
in connection with the securities being registered, 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 New York, State of New York, on
June 24,1996.
WOOLWORTH CORPORATION
By: /s/ Roger N. Farah
Roger N. Farah
Chairman of the Board and
Chief Executive Officer
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 June 24, 1996.
Signature Title
/s/ Roger N. Farah Director, Chairman of the Board and
Roger N. Farah Chief Executive Officer; Principal
Executive Officer
/s/ Andrew P. Hines Senior Vice President and Chief
Andrew P. Hines Financial Officer; Principal Financial
Officer
/s/ John A. Wozniak Vice President and Controller; Principal
John A. Wozniak Accounting Officer
/s/ Dale W. Hilpert Director, President and Chief
Dale W. Hilpert Operating Officer
J. Carter Bacot* Director
Purdy Crawford* Director
Helen Galland* Director
Philip H. Geier, Jr.* Director
Jarobin Gilbert, Jr.* Director
Margaret P. MacKimm* Director
John J. Mackowski* Director
James E. Preston* Director
Christoper A. Sinclair Director
_____________
* Roger N. Farah, by signing his name hereto, is also signing as
attorney-in-fact for the named directors.
WOOLWORTH CORPORATION
INDEX OF EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
4(a) Registrant's Certificate of In- N/A
corporation, as amended (incorpo-
rated herein by reference to: (a)
Exhibit 3(a) to Registrant's Reg-
istration Statement on Form S-4
filed on May 9, 1989 (Registra-
tion No. 33-288469)(the "S-4 Reg-
istration Statement"), (b) Exhib-
it 3(b) to Registrant's Registra-
tion Statement on Form 8-B filed
on August 7, 1989(Registration
No. 1-10299) and (c) Exhibit 4(a)
to Registrant's Quarterly Report
on Form 10-Q for the quarterly
period ended July 28, 1990).
4(b) Registrant's By-laws (incorporat- N/A
ed herein by reference to Exhibit
3(ii) to Registrant's Annual Re-
port on Form 10-K for the fiscal
year ended January 29, 1994).
4(c) Indenture dated as of October 10, N/A
1991 (Incorporated herein by ref-
erence to Exhibit 4.1 to Regis-
trant's Registration Statement on
Form S-3 (Registration No. 33-
43334) previously filed with the
SEC).
4(h) Rights Agreement dated as of N/A
April 4, 1988, as amended January
11, 1989, between F.W. Woolworth
Co. ("FWW") and Morgan Sharehold-
er Services Trust Company (now,
First Chicago Trust Company of
New York), as Rights Agent (in-
corporated herein by reference to
(a) Exhibit 1 to the Registration
Statement on Form 8-A filed on
April 12, 1988 (Registration No.
1-238) and (b) the Form 8 Amend-
ment to that Form 8-A filed on
January 13, 1989). The rights
and obligations of FWW under said
Rights Agreement were assumed by
Registrant pursuant to an Agree-
ment and Plan of Share Exchange
dated as Of May 4, 1989, by and
between FWW and Registrant (in-
corporated herein by reference to
Exhibit 2 to the S-4 Registration
Statement).
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
5 Opinion of Skadden, Arps, Slate, 9
Meagher & Flom.
23(a) Consent of Skadden, Arps, Slate, N/A
Meagher & Flom is contained in
its opinion filed as Exhibit 5 to
this Registration Statement.
23(b) Consent of KPMG Peat Marwick LLP. 11
23(c) Consent of Price Waterhouse LLP. 12
24 Powers of Attorney granted to 13
Roger N. Farah, Dale W. Hilpert
and Gary M. Bahler.