Registration No. 333-
As filed with the Securities and Exchange Commission on August 28, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0493875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23233
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1989 NON-EMPLOYEE
DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
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Richard L. Sharp, Chief Executive Officer
and Chairman of the Board
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
(Name and address of agent for service)
(804) 527-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Amount of
be Registered Registered (2) Price Per Share (1) Offering Price(1) Registration Fee
Circuit City Stores, 50,000 $13.16(1) $658,000(1) $199.39
Inc.--CarMax Group Common
Stock, par value $.50,
with attached Rights to
Purchase Preferred
Stock, Series F, par
value $20.00 (2)
(1) Estimated solely for the purpose of calculating the registration fee.
Based on the average of the high and low prices of the Circuit City
Stores, Inc.--CarMax Group Common Stock on the New York Stock Exchange
on August 26, 1997.
(2) The Rights to Purchase Preferred Stock will be attached to and trade
with shares of the Common Stock. Value attributable to such rights, if
any, will be reflected in the market price of the shares of Common
Stock.
The Securities covered by this Registration Statement will be issued to
directors of the Registrant who are not full-time employees of the Registrant
from time to time pursuant to stock options granted or to be granted under the
Circuit City Stores, Inc. Amended and Restated 1989 Non-Employee Directors Stock
Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Circuit City Stores, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the documents listed below which have
been filed with the Securities and Exchange Commission (the "Commission").
(a) the Company's Annual Report on Form 10-K (File No. 1-5767) for
the fiscal year ended February 28, 1997;
(b) all other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the Annual Report
referred to in (a) above, including the Company's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1997 and the
Company's Current Report on Form 8-K filed with the Commission
on July 2, 1997;
(c) the description of the Company's Circuit City Group Common
Stock and CarMax Group Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission
on January 2, 1997, as amended on Forms 8-A/A filed with the
Commission on January 31, 1997 and July 8, 1997 (File No.
1-5767); and
(d) the description of the Rights to Purchase Preferred Stock,
Series E and the Rights to Purchase Preferred Stock, Series F
contained in the Registration Statement on Form 8-A filed with
the Commission on January 2, 1997, as amended on Forms 8-A/A
filed with the Commission on January 31, 1997 and July 8, 1997
(File No. 1-5767).
All documents filed by the Company, pursuant to Section 13(a), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of 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
into this Registration Statement and to be a part hereof from the respective
dates of filing of such documents.
Item 6. Indemnification of Directors and Officers.
The laws of the Commonwealth of Virginia pursuant to which the Company
is incorporated permit it to indemnify its officers and directors against
certain liabilities with the approval of its shareholders. The Articles of
Incorporation of the Company, which have been approved by its shareholders,
provide for the indemnification of each director and officer (including former
directors and officers and each person who may have served at the request of the
Company as a director or officer of any other legal entity and, in all such
cases, heirs, executors and administrators or such persons) against liabilities
(including expenses) reasonably incurred by them in connection with any actual
or threatened action, suit or proceeding to which such person may be made a
party by reason of being or having been a director or officer of the Company,
except in relation to any action, suit or proceeding in which such person has
been adjudged liable because of willful misconduct or a knowing violation of the
criminal law.
The Company has purchased directors' and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company and its subsidiaries against certain
losses resulting form claims against them in their capacities as directors and
officers to the extent that such losses are not indemnified by the Company and
(2) the Company to the extent that it indemnifies such directors and officers
for losses as permitted under the laws of Virginia.
Item 8. Exhibits.
See Exhibit Index following signatures.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events
after the effective date of the 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 the Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
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 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) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment and each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement) shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering thereof.
(c) That, 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 Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
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 County of Henrico, Commonwealth of Virginia, on August 28,
1997.
CIRCUIT CITY STORES, INC.
Registrant
By: /s/ Michael T. Chalifoux
Michael T. Chalifoux
Senior Vice President,
Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on this the 28th day of August, 1997.
Signature: Title:
*Richard L. Sharp Chief Executive Officer
Richard L. Sharp and Chairman of the Board
*Alan L. Wurtzel Vice Chairman of the Board and Director
Alan L. Wurtzel
/s/ Michael T. Chalifoux Senior Vice President, Chief Financial
Michael T. Chalifoux Officer, Secretary and Director
*Richard N. Cooper Director
Richard N. Cooper
*Barbara S. Feigin Director
Barbara S. Feigin
*Hugh G. Robinson Director
Hugh G. Robinson
*Walter J. Salmon Director
Walter J. Salmon
*Mikael Salovaara Director
Mikael Salovaara
*John W. Snow Director
John W. Snow
*Edward Villanueva Director
Edward Villanueva
/s/ Philip J. Dunn Principal Accounting Officer
Philip J. Dunn
*By: /s/ Michael T. Chalifoux
Michael T. Chalifoux
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Document
Number
4.1 Registrant's Amended and Restated Articles of
Incorporation, effective February 3, 1997, filed as
Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-22759)
filed on March 4, 1997, are expressly incorporated
herein by this reference.
4.2 Registrant's Bylaws, as Amended and Restated June 17,
1997, filed as Exhibit 3(i) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
May 31, 1997 (File No. 1-5767) are expressly
incorporated herein by this reference.
4.3 Amended and Restated Rights Agreement dated as of
February 3, 1997, between the Registrant and Norwest
Bank Minnesota, N.A., as Rights Agent, filed as
Exhibit 4(a) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997
(File No. 1-5767) is expressly incorporated herein by
this reference.
4.4 Amendment No. 1 dated as of June 17, 1997 to the
Registrant's Amended and Restated Rights Agreement,
filed as Exhibit 4(a) to the Registrant's Current
Report on Form 8-K (File No. 1-5767) dated June 17,
1997 is expressly incorporated herein by this
reference.
5 Opinion and Consent of McGuire, Woods, Battle &
Boothe, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney.
99.1 Registrant's Amended and Restated 1989 Non-Employee
Directors Stock Option Plan, filed as Exhibit A to
the Registrant's Definitive Proxy Statement dated May
9, 1997, for the Annual Meeting of Stockholders held
on June 17, 1997, is expressly incorporated herein by
this reference.
99.2 Amendments adopted June 17, 1997, to the Registrant's
Amended and Restated 1989 Non-Employee Directors
Stock Option Plan, filed as Exhibit 10(ii) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1997 (File No. 1-5767) are
expressly incorporated herein by this reference.