AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
The Great Train Store Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2539189
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
14180 Dallas Parkway, Suite 618
Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
The Great Train Store Company
1994 Amended and Restated Incentive Compensation Plan
The Great Train Store Company 1994 Director Stock Option Plan
(Full title of each of the Plans)
James H. Levi
Chairman of the Board, President and Chief Executive Officer
The Great Train Store Company
14180 Dallas Parkway, Suite 618
Dallas, Texas 75240
(Name and Address of Agent For Service)
(972) 392-1599
(Telephone Number, Including Area Code, of Agent For Service)
Copies of all correspondence to:
Douglas J. Bates, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
(314) 862-1200
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of to be Offering Price Aggregate Registration
Securities to be Registered Registered (1) Per Share Offering Price Fee (2)
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Common Stock $.01 par value................ 250,000 $8.00 $2,000,000 $607.00
====================================================================================================================================
<FN>
(1) Represents maximum number of additional shares available for issuance under the Company's 1994 Incentive Compensation
Plan (200,000) and the Company's 1994 Director Stock Option Plan (50,000).
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 and is based upon the average of the bid and
asked prices per share of the Registrant's Common Stock as reported by
the Nasdaq National Market on October 6, 1997.
</FN>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
The Company hereby incorporates by reference in this Registration Statement the
following documents previously filed with the Commission (i) the Company's
registration statement on Form S-8 (No. 33-82626), (ii) the Company's
registration statement on Form S-8 (No. 333-10427), (iii) the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 28, 1996, (iv) the
Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March
30, 1997 and June 29, 1997, and (v) the description of the Company's common
stock which is contained in the Company's registration statement on Form SB-2
(No. 33-79554).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein and filed prior to the filing hereof shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein modifies or supersedes such statement, and any
statement contained herein or in any other document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any other
subsequently filed document which also is incorporated by reference herein
modified or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby is being passed upon by Gallop,
Johnson & Neuman, L.C. Mr. Charles M. Tureen, a member of the Company's Board of
Directors, was a member of such firm until December, 1996, when he became of
counsel to the firm. Members of Gallop, Johnson & Neuman, L.C., together with Mr
Tureen, beneficially own approximately 50,487 shares of the Company's common
stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers, directors, employees and
agents. Consistent therewith, Article VIII of the Company's Bylaws requires that
the Company indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145. Article VIII also provides that
expenses incurred by an officer or director of the Company or any of its direct
or indirect wholly-owned subsidiaries, in defending a civil or criminal action,
suit or proceeding, will be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
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or on behalf of such officer, director, employee or agent to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Company as authorized. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
In addition, Article VII of the Certificate provides that directors of the
Company shall not be personally liable for monetary damages to the Company or
its stockholders for a breach of fiduciary duty as a director, except for
liability as a result of (i) a breach of the director's duty of loyalty to the
Company or its stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) an act
related to the unlawful stock repurchase or payment of a dividend under Section
174 of Delaware General Corporation Law; and (iv) transactions from which the
director derived an improper personal benefit.
The Company has procured and intends to maintain a policy of insurance under
which the directors and officers of the Company will be insured, subject to the
limits of the policy, against certain losses arising from claims made against
such directors and officers by reason of any acts or omissions covered under
such policy in their respective capacities as directors or officers, including
liabilities under the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
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;
(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 hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
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required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c)-(g) Not Applicable.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Act and will be governed by the final adjudication of
such issue.
(i) Not Applicable.
(j) Not Applicable.
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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 Village of Larchmont, State of New York, on October 6,
1997.
THE GREAT TRAIN STORE COMPANY
By: /s/ James H. Levi
-----------------------------
James H. Levi,
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Great Train Store
Company, hereby severally and individually constitute and appoint James H. Levi
and Douglas J. Bates and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ James H. Levi Chairman of the Board, President October 6, 1997
James H. Levi Chief Executive Officer and Director
/s/ Cheryl A. Taylor Vice President-Finance and October 6, 1997
Cheryl A. Taylor Administration (Principal Financial
and Accounting Officer)
/s/ Charles M. Tureen Director October 6, 1997
Charles M. Tureen
/s/ John J. Schultz Director October 6, 1997
John J. Schultz
Director
Robert M. Warner
Director
Joel S. Pollack
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FORM S-8
THE GREAT TRAIN STORE COMPANY
EXHIBIT INDEX
Exhibit
Number Description Page
5.1 Opinion of Gallop, Johnson & Neuman, L.C........................
10.1 The Great Train Store Company Amended and Restated 1994
Incentive Compensation Plan.....................................
10.2* The Great Train Store Company 1994 Director Stock Option
Plan............................................................
10.3** First Amendment to The Great Train Store Company 1994
Directors Stock Option Plan.....................................
10.13 Second Amendment to The Great Train Store Company 1994
Directors Stock Option Plan.....................................
23.1 Consent of KPMG Peat Marwick LLP, independent public
accountants.....................................................
23.2 Consent of Gallop, Johnson & Neuman, L.C.(included in
Exhibit 5.1)....................................................
24.1 Power of Attorney (included on signature page of the
registration statement).........................................
* Incorporated by reference to registration statement on Form SB-2 (No.
33-79554).
** Incorporated by reference to Annual Report on Form 10-KSB for the
fiscal year ended December 30, 1995.