REGISTRATION NO. 333-18863
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ON
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TOYS "R" US, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3260693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
461 FROM ROAD
PARAMUS, NEW JERSEY 07652
(201) 262-7800
(Address, including ZIP code, and telephone number, including area
code, of registrant's principal executive offices)
1994 BABY SUPERSTORE, INC. STOCK INCENTIVE PLAN
BABY SUPERSTORE, INC. 1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the Plans)
LOUIS LIPSCHITZ
TOYS "R" US, INC.
461 FROM ROAD
PARAMUS, NEW JERSEY 07652
(201) 262-7800
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
This Post-Effective Amendment No. 1 covers 628,779 shares of Common Stock, par
value $.10 per share, of the Registrant ("Common Stock") which were originally
registered on a Registration Statement on Form S-4 to which this is an
amendment. The registration fees in respect of such Common Stock were paid at
the time of the original filing of the Registration Statement on Form S-4
relating to such shares of Common Stock.
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<PAGE>
INTRODUCTORY STATEMENT
Toys "R" Us, Inc. (the "Registrant") hereby amends its Registration
Statement on Form S-4 (File No. 333- 18863), declared effective by the
Securities and Exchange Commission (the "Commission") on December 30, 1996 (the
"S-4 Registration Statement"), by filing this Post-Effective Amendment No. 1 on
Form S-8 relating to the shares of Common Stock, par value $.10 per share, of
the Registrant ("Common Stock") issuable upon the exercise of options (the
"Options") granted under the 1994 Baby Superstore, Inc. Stock Incentive Plan and
the Baby Superstore, Inc. 1995 Stock Option Plan for Outside Directors
(collectively, the "Plans").
On February 3, 1997, pursuant to the Agreement and Plan of Merger, dated as
of October 1, 1996, and as amended and restated as of December 26, 1996 (the
"Merger Agreement"), among the Registrant, BSST Acquisition Corp., a wholly
owned subsidiary of the Registrant ("Sub"), Baby Superstore, Inc. ("Baby
Superstore") and Jack P. Tate, (i) Sub was merged with and into Baby Superstore,
with Baby Superstore continuing as the surviving corporation and becoming a
wholly owned subsidiary of the Registrant (the "Merger"), (ii) each outstanding
share of Common Stock, without par value, of Baby Superstore ("Baby Superstore
Common Stock") (other than shares held by Mr. Tate, shares held by Baby
Superstore, shares held by the Registrant or any direct or indirect wholly owned
subsidiary of the Registrant and shares with respect to which dissenters' rights
were properly exercised) was converted into 0.8121 of a share of Common Stock;
and (iii) each share of Baby Superstore Common Stock held by Mr. Tate was
converted into 0.5150 of a share of Common Stock.
Prior to the Merger, the Options represented Options to purchase shares of
Baby Superstore Common Stock that was registered by Baby Superstore under
Registration Statements on Form S-8 (File Nos. 33-84418 and 333- 19355).
Pursuant to the Merger Agreement, upon consummation of the Merger, each
outstanding Option (other than Options held by Mr. Tate and Linda M. Robertson)
were assumed by the Registrant and became an Option to acquire on substantially
the same terms and subject to substantially the same conditions as were
previously applicable to such Option, the number of shares of Common Stock,
rounded to the nearest whole share, determined by multiplying the number of
shares of Baby Superstore Common Stock subject to such Option by 0.8121, at an
exercise price equal to the exercise price of such Option divided by 0.8121.
This Post-Effective Amendment No. 1 to the S-4 Registration Statement relates
only to the Common Stock of the Registrant issuable upon exercise of such
Options under the Plans.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant (File
No. 1-11609) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this Post-Effective
Amendment No. 1 to the S-4 Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 3, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 4, 1996.
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 3, 1996.
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 2, 1996.
(e) The Registrant's Current Reports on Form 8-K dated July 15, 1996,
October 2, 1996, January 6, 1997 and February 3, 1997.
(f) The description of the Common Stock contained in Item 4 of the
Registrant's Registration Statement on Form 8-B, as filed with the
Commission on January 5, 1996 pursuant to Section 12(b) of the
Exchange Act.
All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a) and (c), 14 or 15(g) of the Exchange Act after the date of this
Post-Effective Amendment No.1 to the S-4 Registration Statement and prior to the
filing of a post-effective amendment to this S-4 Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference in this Post-Effective Amendment No. 1 to the S-4
Registration Statement and to be a part hereof from the date of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein) 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of Toys "R" Us, Inc. and subsidiaries
incorporated by reference in Toys "R" Us' Annual Report (Form 10-K) for the year
ended February 3, 1996 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference therein
and incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
Legal matters in connection with the Common Stock offered hereby have been
passed upon for the Registrant by Weil, Gotshal & Manges LLP, 767 Fifth Avenue,
New York, New York 10153.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL grants each corporation organized thereunder, such
as the Registrant, the power to indemnify its directors and officers against
liabilities for certain of their acts. Article SEVENTH of the Registrant's
Restated Certificate of Incorporation provides for indemnification of directors
and officers of the Registrant to the full extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a provision in the certificate of
incorporation of each corporation organized thereunder, such as the Registrant,
eliminating or limiting, with certain exceptions, the personal liability of a
director to the corporation or its stockholders for monetary damages for certain
breaches of fiduciary duty as a director. Article NINTH of the Registrant's
Restated Certificate of Incorporation eliminates the personal liability of
directors to the full extent permitted by the DGCL.
The foregoing statements are subject to the detailed provisions of
Sections 145 and 102(b)(7) of the DGCL and Articles SEVENTH and NINTH of the
Registrant's Restated Certificate of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibits identified in parentheses below are on file with the Commission
and are incorporated herein by reference to such previous filings. All other
exhibits are provided as part of this electronic transmission.
<TABLE>
<S> <C>
*2 - Agreement and Plan of Merger, dated as of October 1, 1996, and as amended and restated as
of December 26, 1996, among Toys "R" Us, Inc., a Delaware corporation, BSST Acquisition
Corp., a South Carolina corporation, Baby Superstore, Inc., a South Carolina corporation, and
Jack P. Tate
(3-A) -Restated Certificate of Incorporation of Toys "R" Us, Inc. (Exhibit 3A to the Registrant's
Annual Report on Form 10-K for the year ended February 3, 1996, File No. 1-11609).
(3-B) -Amended and Restated Bylaws of Toys "R" Us, Inc. (Exhibit 3B to the Registrant's Annual
Report on Form 10-K for the year ended February 3, 1996, File No. 1-11609)
*5 -Opinion of Weil, Gotshal & Manges LLP regarding the legality of the securities being
registered
(10-A)-Shareholders Agreement, dated October 1, 1996, by and among Toys
"R" Us, Inc., Jack P. Tate and Linda M. Robertson (Exhibit A to
Exhibit 2 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 2, 1996, File No. 1-11609)
(10-B)-Registration Rights Agreement, dated as of October 1, 1996, by and among Toys "R" Us,
Inc., Jack P. Tate and Linda M. Robertson. (Exhibit B to Exhibit 2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended November 2, 1996, File No. 1-11609)
23-A - Consent of Ernst & Young LLP
23-B - Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 5)
*24 - Powers of Attorney (included on signature page of S-4 Registration Statement)
</TABLE>
* Previously Filed with the S-4 Registration Statement.
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ITEM 9. UNDERTAKINGS
The 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, as amended (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;
(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 the undertakings set forth in paragraphs (1)(i) and
(1)(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 the 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 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.
(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 (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 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrant has been
advised that, in the opinion of the 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 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 against the
Registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Toys "R" Us,
Inc. certifies that it has reasonable grounds to believe that it meets all 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 Paramus, State of New Jersey, on the 21st day of
February, 1997.
TOYS "R" US, INC.
By: /s/ Louis Lipschitz
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Louis Lipschitz
Executive Vice President
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on this 21st day of February, 1997.
Name and Signature Title
- ------------------ -----
/s/ * Chairman of the Board
- -------------------------
Charles Lazarus
/s/ * Vice Chairman and Chief Executive
- ------------------------- Officer (Principal Executive Officer)
Michael Goldstein
/s/ * Director, President and Chief Operating
- ------------------------- Officer
Robert C. Nakasone
/s/ * Executive Vice President and Chief
- ------------------------- Financial Officer (Principal Financial
Louis Lipschitz Officer)
/s/ * Vice President - Controller (Principal
- ------------------------- Accounting Officer)
Joseph J. Lombardi
/s/ * Director
- -------------------------
Robert A. Bernhard
/s/ * Director
- -------------------------
RoAnn Costin
/s/ * Director
- -------------------------
Milton S. Gould
/s/ * Director
- -------------------------
Shirley Strum Kenny
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Name and Signature Title
- ------------------ -----
/s/ * Director
- -------------------------
Norman S. Matthews
/s/ * Director
- -------------------------
Howard W. Moore
/s/ * Director
- -------------------------
Harold M. Wit
* By: /s/Louis Lipschitz
Louis Lipschitz
Attorney-in-Fact
Dated: February 21, 1997
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NYFS11...:\93\77893\0010\1530\SEC1257P.240
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description
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<S> <C>
*2 - Agreement and Plan of Merger, dated as of October 1, 1996, and as amended and restated as
of December 26, 1996, among Toys "R" Us, Inc., a Delaware corporation, BSST Acquisition
Corp., a South Carolina corporation, Baby Superstore, Inc., a South Carolina corporation, and
Jack P. Tate
(3-A) -Restated Certificate of Incorporation of Toys "R" Us, Inc. (Exhibit 3A to the Registrant's
Annual Report on Form 10-K for the year ended February 3, 1996, File No. 1-11609).
(3-B) -Amended and Restated Bylaws of Toys "R" Us, Inc. (Exhibit 3B to the Registrant's Annual
Report on Form 10-K for the year ended February 3, 1996, File No. 1-11609)
*5 -Opinion of Weil, Gotshal & Manges LLP regarding the legality of the securities being
registered
(10-A)-Shareholders Agreement, dated October 1, 1996, by and among Toys
"R" Us, Inc., Jack P. Tate and Linda M. Robertson (Exhibit A to
Exhibit 2 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 2, 1996, File No. 1-11609)
(10-B)-Registration Rights Agreement, dated as of October 1, 1996, by and among Toys "R" Us,
Inc., Jack P. Tate and Linda M. Robertson. (Exhibit B to Exhibit 2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended November 2, 1996, File No. 1-11609)
23-A - Consent of Ernst & Young LLP
23-B - Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 5)
*24 - Powers of Attorney (included on signature page of S-4 Registration Statement)
</TABLE>
* Previously Filed with the S-4 Registration Statement.
EXHIBIT 23-A
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Baby Superstore, Inc. stock
option plans assumed by Toys "R" Us, Inc. and to the incorporation by reference
therein of our report dated March 13, 1996, with respect to the consolidated
financial statements of Toys "R" Us, Inc. and subsidiaries incorporated by
reference in its Annual Report (Form 10-K) for the year ended February 3, 1996,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
February 19, 1997
