As filed with the Securities and Exchange Commission
on January 24, 1997
Registration No. 333-
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
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
____________________________________________________________________________
(Address of Principal Executive Officers) (Zip Code)
MANAGEMENT INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
Louis Lipschitz
Executive Vice President and Chief Financial Officer
TOYS "R" US, INC.
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
_________________________________________________________________
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Andre Weiss, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price(2) Fee
____________________________________________________________________________
Common Stock, 1,000,000 shares $26.00 $26,000,000 $7,878.79
par value $.10
per share
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<PAGE>
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(1) The common stock, par value $.10 per share (the "Common Stock"), of
Toys "R" Us, Inc., a Delaware corporation (the "Company"), being registered
hereby represents the number of shares reserved for issuance to participants
in the Company's Management Incentive Compensation Plan (the "Plan"). The
Common Stock will be issued as a result of a Plan participant's designation
of a percentage of their incentive compensation award to be received in the
form of Common Stock, in lieu of cash, pursuant to the terms of the Plan.
The incentive compensation award may be granted by the Management
Compensation and Stock Option Committee of the Board of Directors of the
Company (the "Committee") and, if so designated by the Plan participant,
received in the form of Common Stock either as an incentive bonus award or,
if authorized by the Committee, as a partnership unit award.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the high and low prices ($26.00)
of the Common Stock as reported on the New York Stock Exchange Composite
Tape on January 22, 1997.
<PAGE>
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EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus meeting the requirements of Part I of
Form S-3 relating to reofferings of shares of Common Stock
to be acquired pursuant to the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of
Form S-8 will be sent or given to employees participating in the Plan as
specified by Rule 428(b)(1) of the Securities Act. Those documents and the
documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents, which have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are
incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended February 3, 1996, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
incorporates by reference certified financial statements for the Company's
fiscal year ended February 3, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended May 4, 1996, August 3, 1996 and November 2, 1996, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.
3. The Company's Current Reports on Form 8-K for July 15,
1996, October 2, 1996 and January 6, 1997.
4. The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement for its Annual Meeting of Stockholders held on June 5, 1996,
filed pursuant to Section 14 of the Exchange Act.
5. The description of the Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A filed with the Commission
on June 13, 1979 pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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 securities
then remaining unsold shall be deemed to be incorporated by reference in and
to be a part of this Registration Statement from the date of filing of such
reports and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Legal Opinion.
The legality of the issuance of the Common Stock being
registered hereby is being passed upon by Schulte Roth & Zabel LLP, 900
Third Avenue, New York, New York 10022, counsel for the Company. Andre
Weiss, a member of Schulte Roth & Zabel LLP, is the Secretary of the
Company.
Experts.
The consolidated financial statements of Toys "R" Us, Inc. and
subsidiaries incorporated by reference in the Company's 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 incorporated by
reference 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 Commission)
given upon the authority of such firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Limitation of Directors' Liability.
The Delaware General Corporation Law ("DGCL") provides that a
corporation's certificate of incorporation may include a provision limiting
the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director. However,
no such provision can eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) under Section
174 of the DGCL, which relates to liability for unlawful payments of
dividends or unlawful stock repurchases or redemptions, (iv) for any
transaction from which the director derived an improper personal benefit, or
(v) for any act or omission prior to the adoption of such a provision in the
certificate of incorporation. The Company's Restated Certificate of
Incorporation contains a provision eliminating the personal liability for
monetary damages of its directors to the full extent permitted under the
DGCL.
Indemnification and Insurance.
The DGCL contains provisions setting forth conditions under
which a corporation may indemnify its directors and officers. The Company's
Restated Certificate of Incorporation provides that a director or officer
who is a party to any action, suit or proceeding shall be entitled to be
indemnified by the Company to the extent permitted by the DGCL against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred by such director or officer in connection with such
action, suit or proceeding. The Company has entered into indemnification
agreements with each of its directors and intends to enter into
indemnification agreements with each of its future directors. Pursuant to
such indemnification agreements, the Company has agreed to indemnify its
directors against certain liabilities, including any liabilities arising out
of this Registration Statement. The Company maintains a standard form of
officers' and directors' liability insurance policy which provides coverage
to the officers and directors of the Company for certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of
this Registration Statement:
Exhibit No. Document
4 Management Incentive Compensation Plan,
previously filed as Exhibit 10L to the
Company's Annual Report on Form 10-K for the
year ended January 29, 1994, which is
incorporated herein by reference, as amended
on April 20, 1995, such amendment having been
previously filed as Exhibit 10.11 to the
Company's Registration of Securities of
Certain Successor Issuers on Form 8-B dated
January 3, 1996, which is incorporated herein
by reference. The amendment to such plan
adopted on December 10, 1996 is filed
herewith
5 Opinion of Schulte Roth & Zabel LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Schulte Roth & Zabel LLP
(included in Exhibit 5)
24 Powers of Attorney (see pages II-1 and
II-2 of this Registration Statement)
Item 9. Undertakings.
A. To Update Annually.
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;
(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;
(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 with or
furnished to the Commission by the Registrant pursuant to Section 13 or
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; and
(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. Incorporation of Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes 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 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.
C. Indemnification of Officers and Directors.
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 foregoing provisions, 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 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.
<PAGE>
REOFFER
PROSPECTUS
TOYS "R" US, INC.
461 From Road
Paramus, New Jersey 07652
Telephone No. (201) 262-7800
_______________________
Common Stock, par value $.10 per share
1,000,000 Shares
______________________
This Prospectus relates to the subsequent resale or offer for
sale on the New York Stock Exchange, or otherwise, of up to 1,000,000 shares
of Common Stock, par value $.10 per share ("Common Stock"), of Toys "R" Us,
Inc., a Delaware corporation (the "Company"), that may be acquired by
certain persons who may be deemed to be affiliates of the Company pursuant to
the receipt by such person of shares of Common Stock as incentive
compensation (whether such incentive compensation was granted as an
incentive bonus award or as a partnership unit award) granted to such person
pursuant to the Company's Management Incentive Compensation Plan (the
"Plan"). In connection with such resales or offers for sale, such persons
and the brokers through whom such shares may be sold may be deemed to be
"underwriters" as that term is defined in Section 2(11) of the Securities
Act of 1933, as amended (the "Securities Act"). The Company will not
receive any of the proceeds from the sale of the shares offered hereby. All
expenses incurred in connection with the registration under the Securities
Act and the offering of the securities hereby will be borne by the Company,
but all selling and other expenses incurred by an individual Registered
Stockholder (as defined herein) will be borne by such Registered
Stockholder.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________________
No person has been authorized to give any information or to
make any representations, other than as contained herein, in connection with
the offer contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon. This Prospectus
does not constitute an offer to sell or solicitation of an offer to buy any
of the securities offered hereby in any state to any person to whom it is
unlawful to make such offer or solicitation.
_______________________
The date of this Prospectus is January 24, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"), which may be inspected and
copied at the public reference facilities maintained by the Commission
located at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C., 20549, and at the regional offices of the Commission located at 7
World Trade Center, Suite 1300, New York, New York 10048, and at the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is listed on
the New York Stock Exchange. Reports, proxy statements, information
statements and other information concerning the Company can be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005. Also, the Company files such reports, proxy statements and
other information with the Commission pursuant to the Commission's EDGAR
system. The Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants that
file electronically with the Commission pursuant to the EDGAR system. The
address of the Commission's web site is http://www.sec.gov. A copy of any
document incorporated by reference in the Registration Statement (not
including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that the Registration Statement incorporates) of which this
Prospectus forms a part but which is not delivered with this Prospectus will
be provided by the Company without charge to any person to whom this
Prospectus has been delivered, upon the oral or written request of such
person. Such requests should be directed to Louis Lipschitz, Executive Vice
President and Chief Financial Officer, Toys "R" Us, Inc., 461 From Road,
Paramus, New Jersey 07652, telephone number (201) 262-7800.
THE COMPANY
The Company is the world's largest children's specialty retail
chain in terms of both sales and earnings. At December 31, 1996, the
Company operated 680 toy stores in the United States, 396 international toy
stores (including franchise stores), 212 Kids "R" Us children's clothing
stores, 6 Babies "R" Us stores and 2 KidsWorld stores. The Company was
incorporated in 1993 under the laws of the State of Delaware, and the
predecessor of the Company was incorporated in 1928 under the laws of the
State of Delaware. The Company has executive offices located at 461 From
Road, Paramus, New Jersey 07652, telephone number (201) 262-7800. The
Common Stock is listed on the New York Stock Exchange under the symbol
"TOY".
THE OFFERING
This Reoffer Prospectus relates to shares of Common Stock that
may be acquired by certain key employees (the "Registered Stockholders") of
the Company, each of whom may be deemed to be "affiliates" of the Company,
pursuant to the receipt of incentive compensation granted to such persons
and designated by such persons to be taken in the form of Common Stock, in
lieu of cash, under the terms of the Plan. The incentive compensation may
be granted by the Management Compensation and Stock Option Committee of the
Board of Directors of the Company (the "Committee") and, if so designated by
the Plan participant, received in the form of Common Stock either as an
incentive bonus award or, if authorized by the Committee, as a partnership
unit award.
The address of each Registered Stockholder is c/o Toys "R" Us,
Inc., 461 From Road, Paramus, New Jersey 07652.
The following table sets forth certain information with respect
to the Registered Stockholders:
Number of
Shares
Beneficially
Registered Position with Owned as of
Stockholder the Company 12/31/96 (1)(2)
Michael Vice Chairman of the Board 1,165,862
Goldstein and Chief Executive Officer
Robert C. President and Chief 1,225,385
Nakasone Operating Officer
Louis Executive Vice President and 177,148
Lipschitz Chief Financial Officer
Michael J. Executive Vice President - 159,985
Madden President of U.S. Toy Store
Operations Division
Richard L. Executive Vice President - 217,858
Markee President of Kids "R" Us
and Babies "R" Us Divisions
Gregory R. Executive Vice President - 184,941
Staley President of Toys "R" Us
International Division
Roger C. Senior Vice President - 0
Gaston Human Resources
Joseph J. Vice President- 15,042
Lombardi Controller
_______________________
(1) Includes, among other things, (i) shares (the "Underlying Shares") of
Common Stock underlying options granted to each Registered Stockholder
under various employee benefit plans of the Company, which options are
currently exercisable or exercisable within 60 days of 12/31/96, and
(ii) shares of Common Stock held in trust for the Registered
Stockholders (the "Trust Shares"). Certain of the Registered
Stockholders' Underlying Shares and 563 of Mr. Madden's Trust Shares
are subject to forfeiture pursuant to the terms of the employee benefit
plans. Options for 14,144 Underlying Shares for Mr. Goldstein and
166,339 Underlying Shares for Mr. Nakasone still require the approval
of the Company's stockholders. Mr. Nakasone disclaims beneficial
ownership of 2,925 of the shares listed as beneficially owned and Mr.
Lipschitz disclaims ownership of 2,760 of the shares listed as
beneficially owned.
(2) The number of shares of Common Stock, if any, to be issued to any
Registered Stockholder is currently an indeterminate number. There
are 1,000,000 shares of Common Stock available for issuance to the
Registered Stockholders and other participants in the Plan. However,
the actual number of shares that will be issued to any Registered
Stockholder will be the percentage of incentive compensation granted
under the terms of the Plan and designated by such Registered
Stockholder to be received in the form of Common Stock, in lieu of
cash. The incentive compensation may be granted by the Committee and,
if so designated by the Plan participant, received in the form of
Common Stock either as an incentive bonus award or, if authorized by
the Committee, as a partnership unit award. The Registered
Stockholders may designate any portion or none of such incentive
compensation to be received in the form of Common Stock.
None of the Registered Stockholders owned more than one percent of the
Common Stock outstanding as of December 31, 1996.
Such shares of Common Stock are to be granted by the Company pursuant to the
Plan after each Registered Stockholder designates, pursuant to the terms of
the Plan, a percentage of their incentive compensation award to be received
in the form of shares of Common Stock, in lieu of cash. The incentive
compensation award may be granted by the Committee and, if so designated by
the Plan participant, received in the form of Common Stock either as an
incentive bonus award or, if authorized by the Committee, as a partnership
unit award.
Shares of Common Stock covered by this Reoffer Prospectus may be offered and
sold from time to time by the Registered Stockholders through brokers on the
New York Stock Exchange or otherwise, at the prices prevailing at the time
of such sales. To the Company's knowledge, no specific brokers or dealers
have been designated by the Registered Stockholders nor has any agreement
been entered into in respect of brokerage commissions or for the exclusive
or coordinated sale of any securities that may be offered pursuant to this
Reoffer Prospectus. The Registered Stockholders and any broker or other
person through whom sales are made by the Registered Stockholders may be
regarded as "underwriters" within the meaning of the Securities Act,
although the Registered Stockholders disclaim such status, and their
compensation may be regarded as underwriters' compensation.
The Company will not receive any of the proceeds from the offering
hereunder. All expenses incurred in connection with the registration under
the Securities Act and the offering of the securities hereby will be borne
by the Company, but all selling and other expenses incurred by an individual
Registered Stockholder will be borne by such Registered Stockholder. On
January 22, 1997, the closing market price of the Common Stock, as reported
by the New York Stock Exchange, was $ 26.00.
EXPERTS
The consolidated financial statements of Toys "R" Us, Inc., and
subsidiaries incorporated by reference in the Company's 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
Certain legal matters with respect to the Common Stock being
offered hereby are being passed upon by Schulte Roth & Zabel LLP, 900 Third
Avenue, New York, New York 10022, counsel for the Company. Andre Weiss, a
member of Schulte Roth & Zabel LLP, is the Secretary of the Company.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated herein by reference and made a part hereof are:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended February 3, 1996, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended May 4, 1996, August 3, 1996 and November 2, 1996, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.
3. The Company's Current Reports on Form 8-K for July 15,
1996, October 2, 1996 and January 6, 1997.
4. The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement for its Annual Meeting of Stockholders held on June 5 1996,
filed pursuant to Section 14 of the Exchange Act.
5. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A filed with the
Commission on June 13, 1979 pursuant to Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All of such documents are on file with the Commission. All documents
subsequently filed by the Company pursuant to Section 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 to be offered pursuant hereto have been
sold or which deregisters all such securities then remaining unsold shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of the filing of such documents.
INDEMNIFICATION
Limitation of Directors' Liability.
- -----------------------------------
The Delaware General Corporation Law ("DGCL") provides that a
corporation's certificate of incorporation may include a provision limiting
the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director. However,
no such provision can eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) under Section
174 of the DGCL, which relates to liability for unlawful payments of
dividends or unlawful stock repurchases or redemptions, (iv) for any
transaction from which the director derived an improper personal benefit, or
(v) for any act or omission prior to the adoption of such a provision in the
certificate of incorporation. The Company's Restated Certificate of
Incorporation contains a provision eliminating the personal liability for
monetary damages of its directors to the full extent permitted under the
DGCL.
Indemnification and Insurance.
- ------------------------------
The DGCL contains provisions setting forth conditions under which
a corporation may indemnify its directors and officers. The Company's
Restated Certificate of Incorporation provides that a director or officer
who is a party to any action, suit or proceeding shall be entitled to be
indemnified by the Company to the extent permitted by the DGCL against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred by such director or officer in connection with such
action, suit or proceeding. The Company has entered into indemnification
agreements with each of its directors and intends to enter into
indemnification agreements with each of its future directors. Pursuant to
such indemnification agreements, the Company has agreed to indemnify its
directors against certain liabilities, including any liabilities arising out
of this Prospectus. The Company maintains a standard form of officers' and
directors' liability insurance policy which provides coverage to the
officers and directors of the Company for certain liabilities.
<PAGE>
============================================================================
TABLE OF CONTENTS
Page
Available Information........ A-2
The Company.................. A-2
The Offering................. A-3
Experts...................... A-5
Legal Matters................ A-5
Documents Incorporated
by Reference................. A-5
Indemnification.............. A-6
---------------
Toys "R" Us, Inc. has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933
with respect to this Offering. This Prospectus omits certain information
contained in the Registration Statement. The information omitted may be
obtained from the Securities and Exchange Commission upon payment of the
regular charge therefor.
TOYS "R" US, INC.
1,000,000 Shares
- ---------------
COMMON STOCK,
PAR VALUE
$.10 PER SHARE
- --------------
PROSPECTUS
January 24, 1997
============================================================================
<PAGE>
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 Paramus, State of New Jersey, on
this 24th day of January, 1997.
TOYS "R" US, INC.
By: /S/ Louis Lipschitz
----------------------
Louis Lipschitz
Executive Vice President
and Chief Financial
Officer
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoint Michael Goldstein and Louis Lipschitz, and each of them, as their
attorneys-in-fact, with full power of substitution, to execute in their
names and on behalf of the Registrant and each such person, individually and
in each capacity stated below, one or more amendments (including post-
effective amendments) to this Registration Statement as the attorney-in-fact
acting on the premise shall from time to time deem appropriate and to file
any such amendment to this Registration Statement with the Securities and
Exchange Commission.
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 24th day of January, 1997.
Name and Signature Title
- --------------------- -----
/s/Charles Lazarus Chairman of the Board
- ---------------------
/s/Michael Goldstein Vice Chairman and Chief
- --------------------- Executive Officer (Principal Executive
Officer)
/s/Robert C. Nakasone Director, President and
- ---------------------- Chief Operating Officer
/s/Louis Lipschitz Executive Vice President and
- ------------------- Chief Financial Officer
(Principal Financial Officer)
/s/Joseph J. Lombardi Vice President - Controller
- ---------------------- (Principal Accounting Officer)
/s/Robert A. Bernhard Director
- ---------------------
/s/RoAnn Costin Director
- ----------------
/s/Milton S. Gould Director
- -------------------
/s/Shirley Strum Kenny Director
- ----------------------
/s/Norman S. Matthews Director
- ----------------------
/s/Howard W. Moore Director
- ----------------------
/s/Harold M. Wit Director
- ----------------------
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
4 Management Incentive Compensation Plan,
previously filed as Exhibit 10L to the
Company's Annual Report on Form 10-K for the
year ended January 29, 1994, which is
incorporated herein by reference, as
amended on April 20, 1995, such amendment
having been previously filed as Exhibit 10.11
to the Company's Registration of Securities
of Certain Successor Issuers on Form 8-B
dated January 3, 1996, which is incorporated
herein by reference. The amendment to such
plan adopted on December 10, 1996 is filed
herewith
5 Opinion of Schulte Roth & Zabel LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Schulte Roth & Zabel LLP
(included in Exhibit 5)
24 Powers of Attorney (see pages II-1 and
II-2 of this Registration Statement)
EXHIBIT 4
AMENDMENT TO THE MANAGEMENT INCENTIVE COMPENSATION PLAN
Section 7 of the Management Incentive Compensation Plan was amended on
December 10, 1996 to read as follows:
7. Payment of Awards
Subject to the limitations of Section 6 hereof, each
Participant shall receive, as soon as practicable after the amount of
such Participant's Award for a Fiscal Year has been determined and
certified in accordance with Section 5 hereof, the amount of such
Award in cash or common stock of the Corporation. The Participant
receiving such Award shall designate the percentage of the Award to
be received in cash and the percentage to be received in common stock
of the Corporation. Such designation shall be made by the
Participant on a form prescribed by the Committee and on terms and
conditions determined by the Committee. A Participant designation
shall be effective only if it is made in writing on a form provided
by the Corporation, signed by the Participant and received by the
Corporation. If the Participant does not designate the percentages
of the Award to be received in cash and common stock of the
Corporation, then such Award shall be made in cash. The Committee
may, in its discretion, provide that if any Covered Employee would
receive from the Corporation during the year that the Award is
granted total compensation, including the amount of the Award, in
excess of $1,000,000 and the Corporation would not be entitled to a
deduction for Federal income tax purposes with respect to all or a
portion of such excess as a result of the application of Section
162(m) of the Code, then the Award for such Covered Employee may be
deferred, but only to the extent necessary to preserve the
deductibility of the Award for Federal income tax purposes. Any
Award (or portion thereof) so deferred shall be paid in cash or
common stock of the Corporation as soon as possible consistent with
preserving the deductibility of such Award (or portion thereof) for
Federal income tax purposes.
EXHIBIT 5
[LETTERHEAD OF SCHULTE ROTH & ZABEL LLP]
January 24, 1997
Toys "R" Us, Inc.
461 From Road
Paramus, New Jersey 07652
Dear Sirs:
We have acted as counsel to Toys "R" Us, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing
by the Company with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to, among other things, the offer and sale of an aggregate
of 1,000,000 shares of Common Stock, par value $.10 per share, of the
Company (the "Shares"). The Shares may be offered and sold from time to
time by certain officers and managers of the Company (the "Stockholders")
who are participants in the Company's Management Incentive Compensation Plan
(the "Plan"). The Stockholders will acquire such shares pursuant to a
designation under the terms of the Plan by any such Stockholder to receive a
percentage of incentive compensation in the form of Shares, in lieu of cash.
The incentive compensation may be granted by the Management Compensation and
Stock Option Committee of the Board of Directors of the Company and, if so
designated by the Plan participant, received in the form of Common Stock
either as an incentive bonus award or, if authorized by the Committee, as a
partnership unit award.
In this capacity, we have examined originals, telecopies or
copies, certified or otherwise identified to our satisfaction, of such
records of the Company and all such agreements, certificates of public
officials, certificates of officers or representatives of the Company and
others, and such other documents, certificates and corporate or other
records as we have deemed necessary or appropriate as a basis for this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of
such latter documents. As to any facts material to this opinion that were
not independently established or verified, we have relied upon statements
and representations of officers and other representatives of the Company and
others.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares to
be offered and sold by the Stockholders pursuant to the Registration
Statement have been duly authorized and, when issued and delivered to the
Stockholders in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the
heading "Legal Matters" in the Prospectuses which form a part thereof. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
EXHIBIT 23.1
[LETTERHEAD OF ERNST & YOUNG LLP]
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectuses pertaining to the
Management Incentive Compensation Plan of 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
/s/ Ernst & Young LLP
New York, New York
January 24, 1997
