AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1998
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EAGLE HARDWARE & GARDEN, INC.
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(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-1465348
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
981 POWELL AVENUE S.W., RENTON, WASHINGTON 98055
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE: (425) 227-5740
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EAGLE HARDWARE & GARDEN, INC. 1991 STOCK OPTION PLAN
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AND
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EAGLE HARDWARE & GARDEN, INC. DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
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AND
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EAGLE HARDWARE & GARDEN, INC. EMPLOYEE STOCK PURCHASE PLAN
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(FULL TITLES OF THE PLANS)
RICHARD T. TAKATA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EAGLE HARDWARE & GARDEN, INC.
981 POWELL AVENUE S.W.
RENTON, WASHINGTON 98055
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(425) 227-5740
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER OFFERING PRICE FEE (1)
SHARE (1)
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COMMON STOCK 3,350,000
WITHOUT PAR VALUE SHARES $17.75 $59,462,500.00 $17,541.44
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(1) THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE AND THE REGISTRATION FEE WERE
CALCULATED IN ACCORDANCE WITH RULE 457(h) UNDER THE SECURITIES ACT OF 1933 BASED
ON THE AVERAGE OF THE HIGH AND LOW PRICES FOR EAGLE HARDWARE & GARDEN, INC.
COMMON STOCK ON MAY 27, 1998, AS QUOTED BY THE NATIONAL ASSOCIATION
OF SECURITIES DEALERS AUTOMATED QUOTATION NATIONAL MARKET SYSTEM, WHICH WAS
$17.75 PER SHARE.
(2) EARLIER REGISTRATION STATEMENT (REGISTRATION STATEMENT NO. 33-50983)
COVERING EAGLE HARDWARE & GARDEN, INC. COMMON STOCK IS INCORPORATED BY
REFERENCE.
PAGE 1 OF 39 PAGES
EXHIBIT INDEX IS LOCATED ON PAGE II-5.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Commission by the
Registrant are incorporated by reference in this registration statement.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 30, 1998, filed with the Commission pursuant to Section 13(a)
of the Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the filing of the Form 10-K referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in a
registration statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act (Registration No. 0-19830).
(d) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering of the common stock pursuant to the
Plans described herein shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Washington Business Corporation Act (Sections 23B.08.500 through
23B.08.600 of the Revised Code of Washington) authorizes a court to award, or a
corporation's Board of Directors to grant, indemnity to directors and officers
in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities arising under the Securities Act of 1933, as
amended. Article VIII of the Registrant's Restated Articles of Incorporation,
and Article IX of the Registrant's Bylaws, provides for indemnification of its
directors, officers, employees and other agents.
II-1
The Washington Business Corporation Act includes a provision (Section
23B.08.320 of the Revised Code of Washington) that permits a corporation to
limit a director's liability to the corporation or its shareholders for monetary
damages for his acts or omissions as a director, except for those acts or
omissions involving intentional misconduct or a knowing violation of law,
certain unlawful distributions or a transaction whereby the director received a
personal benefit to which he was not legally entitled. Article VII of the
Registrant's Restated Articles of Incorporation contains provisions
implementing, to the fullest extent, the allowed limitations on a director's
liability to the Registrant or its shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Number Exhibit
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5.1 Opinion of Summit Law Group, P.L.L.C.
10.1 Eagle Hardware & Garden, Inc. 1991 Stock Option Plan
10.2 Eagle Hardware & Garden, Inc. Directors Nonqualified Stock Option Plan
10.3 Eagle Hardware & Garden, Inc. Employee Stock Purchase Plan
23.1 Consent of Summit Law Group, P.L.L.C. (See Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (See page II-4 of this Registration Statement)
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 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;
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(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 paragraphs (a)(1)(i) and (a)(1)(ii) 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 the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 the
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.
(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 of 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.
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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 City of Renton, State of Washington, on the 2nd day of
June, 1998.
EAGLE HARDWARE & GARDEN, INC.
By: /s/ RICHARD T. TAKATA
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President, Chief Executive Officer and
Director (Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints David J.
Heerensperger and Richard T. Takata, or either of them, his true and lawful
attorney-in-fact and agent, with the power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and his agent or his substitutes, may lawfully do or cause
to be done by virtue hereof.
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 date indicated above.
Signature Title
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/s/ DAVID J. HEERENSPERGER Chairman
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David J. Heerensperger
/s/ RICHARD T. TAKATA President, Chief Executive Officer and
- ------------------------------ Director (Principal Executive Officer)
Richard T. Takata
/s/ RONALD P. MACCARONE Executive Vice President -- Finance and
- ------------------------------ Chief Financial Officer (Principal Financial
Ronald P. Maccarone and Accounting Officer)
/s/ RONALD D. CROCKETT Director
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Ronald D. Crockett
/s/ HARLAN D. DOUGLASS Director
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Harlan D. Douglass
/s/ HERMAN SARKOWSKY Director
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Herman Sarkowsky
/s/ THEODORE M. WIGHT Director
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Theodore M. Wight
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EXHIBIT INDEX
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Exhibit Number Exhibit Sequential
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5.1 Opinion of Summit Law Group, P.L.L.C. II-7
10.1 Eagle Hardware & Garden, Inc. 1991 Stock Option Plan II-10
10.2 Eagle Hardware & Garden, Inc. Directors Nonqualified Stock Option Plan II-22
10.3 Eagle Hardware & Garden, Inc. Employee Stock Purchase Plan II-30
23.1 Consent of Summit Law Group, P.L.L.C. (See Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors II-39
24 Power of Attorney (see page II-4 of this Registration Statement)
II-5