AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 1999
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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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 Identification No.)
incorporation or organization)
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)
TOYS "R" US, INC.
NON-EMPLOYEE DIRECTORS'
STOCK UNIT PLAN
STOCK OPTION PLAN
DEFERRED COMPENSATION PLAN
(Full Title of the Plans)
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, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
DENNIS J. BLOCK, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 504-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.10 per share (1)(2)(3) 1,199,013 shares $21.28(4) $25,514,996(4) $7,093.17
===================================================================================================================
</TABLE>
(1) To be issued pursuant to the Registrant's Non-Employee Directors' Stock Unit
Plan (the "Unit Plan"), Non-Employee Directors' Stock Option Plan (the
"Option Plan") or Non-Employee Directors' Deferred Compensation Plan (the
"Deferred Compensation Plan") in any combination. Options may be granted
with respect to a maximum of 1,000,000 shares of the Registrant's Common
Stock under the Option Plan. 199,013 shares represent an estimate of the
maximum number of shares issuable under the Unit Plan and the Deferred
Compensation Plan.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of shares as may be required to cover possible
adjustments under the Unit Plan and the Option Plan.
<PAGE>
(3) On January 7, 1998, the Registrant entered into a Rights Agreement with
American Stock Transfer & Trust Company and declared a dividend distribution
of one right for each outstanding share of Common Stock to stockholders of
record on January 22, 1998. The rights attached to all shares of Common
Stock outstanding on such date and thereafter to all shares of Common Stock
issued. The shares of Common Stock registered hereby to be issued pursuant
to the Unit Plan, Option Plan and Deferred Compensation Plan include such
rights. Such rights are not separately transferable apart from the Common
Stock, nor are they exercisable until the occurrence of certain events.
Value attributable to such rights, if any, is reflected in the market price
of the Common Stock, and such rights are issued for no additional
consideration. Accordingly, there is no offering price for the rights, and
no registration fee is required.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act, based on the average of
the high and low prices per share of the Registrant's Common Stock as
reported on the New York Stock Exchange Composite Tape on June 29, 1999.
2
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed by Toys "R" Us, Inc., a Delaware
corporation (the "Company") in order to register: (i) 1,000,000 shares of the
Company's common stock, par value $.10 per share (the "Common Stock"), the
maximum number of shares as to which options may be granted under the Toys "R"
Us, Inc. Non-Employee Directors' Stock Option Plan (the "1999 Directors' Option
Plan"); and (ii) 199,013 shares of Common Stock, estimated to be the maximum
number of shares issuable under the Toys "R" Us, Inc. Non-Employee Directors'
Stock Unit Plan (the "1999 Directors' Unit Plan") and the Toys "R" Us, Inc.
Non-Employee Directors' Deferred Compensation Plan (the "1999 Directors'
Deferred 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 non-employee directors eligible to participate in each of the
1999 Directors' Unit Plan, the 1999 Directors' Option Plan and the 1999
Directors' Deferred Plan as specified by Rule 428(b)(1) of the Securities Act.
Those documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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<PAGE>
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
January 30, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Company's Notice of Annual Meeting of Stockholders and Proxy
Statement for its Annual Meeting of Stockholders held on June 9, 1999, filed
pursuant to Section 14 of the Exchange Act.
3. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended May 1, 1999 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act.
4. The Company's Current Report on Form 8-K dated April 16, 1999.
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 18, 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 subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
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.
The legality of the issuance of the Common Stock being registered hereby is
being passed upon by Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York,
New York 10038, counsel for the Company. Dennis J. Block, a member of
Cadwalader, Wickersham & Taft, is the Secretary of the Company.
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
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<PAGE>
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.
For the undertaking with respect to indemnification, see Item 9.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
No. Document
--- --------
4.1 - Restated Certificate of Incorporation of the
Registrant (filed on January 2, 1996). Incorporated
herein by reference to Exhibit 3.1 to the Form 8-B.
4.2 - Amended and Restated By-Laws of the Registrant (as of
January 1, 1996). Incorporated herein by reference to
Exhibit 3.2 to the Form 8-B. An amendment dated March
11, 1997 to Amended and Restated By-Laws. Incorporated
herein by reference to Exhibit 3B to the Registrant's
Annual Report on Form 10-K for the year ended January
31, 1998.
4.3 - Amended and Restated Rights Agreement, dated as of
April 16, 1999 between Toys "R" Us, Inc. and American
Stock Transfer & Trust Company. Incorporated herein by
reference to Exhibit 1 to the Registrant's Current
Report on Form 8-K dated April 16, 1999.
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<PAGE>
Exhibit
No. Document
--- --------
4.4 - Toys "R" Us, Inc. Non-Employee Directors' Stock Unit
Plan. Incorporated herein by reference to Exhibit A to
the Registrant's Proxy Statement for the year ended
January 30, 1999.
4.5 - Toys "R" Us, Inc. Non-Employee Directors' Stock Option
Plan. Incorporated herein by reference to Exhibit B to
the Registrant's Proxy Statement for the year ended
January 30, 1999.
4.6 - Toys "R" Us, Inc. Non-Employee Directors' Deferred
Compensation Plan. Incorporated herein by reference to
Exhibit C to the Registrant's Proxy Statement for the
year ended January 30, 1999.
5 - Opinion of Cadwalader, Wickersham & Taft.
23.1 - Consent of Ernst & Young LLP.
23.2 - Consent of Cadwalader, Wickersham & Taft (included in
Exhibit 5).
24 - Power of attorney (included in the signature pages to
the Registration Statement).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) 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 thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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;
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<PAGE>
provided, however, that the undertakings set forth in paragraphs (a)(i) and
(a)(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 Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment will be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time will be deemed to be the initial bona fide offering
thereof.
(c) 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.
(d) 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
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.
(e) 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 of this
Registration Statement, 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
hereby 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 July 6, 1999.
TOYS "R" US, INC.
By: /s/ Louis Lipschitz
-------------------------------
LOUIS LIPSCHITZ
Executive Vice President
and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Louis Lipschitz and Dennis J. Block, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform such and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or his substitute or
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 indicated
on July 6, 1999.
Signature Title
--------- -----
/s/ Robert C. Nakasone
- ------------------------------------- Director and Chief Executive Officer
Robert C. Nakasone (Principal Executive Officer)
/s/ Louis Lipschitz
- ------------------------------------- Executive Vice President and Chief
Louis Lipschitz Financial Officer (Principal
Financial Officer)
/s/ Raymond L. Arthur
- ------------------------------------- Vice President - Controller
Raymond L. Arthur (Principal Accounting Officer)
/s/ Michael Goldstein
- ------------------------------------- Chairman of the Board
Michael Goldstein
/s/ Robert A. Bernhard
- ------------------------------------- Director
Robert A. Bernhard
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<PAGE>
Signature Title
--------- -----
/s/ RoAnn Costin
- ------------------------------------- Director
RoAnn Costin
/s/ Calvin Hill
- ------------------------------------- Director
Calvin Hill
/s/ Shirley Strum Kenny
- ------------------------------------- Director
Shirley Strum Kenny
/s/ Charles Lazarus
- ------------------------------------- Director, Chairman Emeritus
Charles Lazarus
/s/ Norman S. Matthews
- ------------------------------------- Director
Norman S. Matthews
/s/ Howard W. Moore
- ------------------------------------- Director
Howard W. Moore
/s/ Arthur B. Newman
- ------------------------------------- Director
Arthur B. Newman
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<PAGE>
Exhibit Index
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Exhibit
No. Document
--- --------
4.1 - Restated Certificate of Incorporation of the
Registrant (filed on January 2, 1996).
Incorporated herein by reference to Exhibit 3.1
to the Form 8-B.
4.2 - Amended and Restated By-Laws of the Registrant
(as of January 1, 1996). Incorporated herein by
reference to Exhibit 3.2 to the Form 8-B. An
amendment dated March 11, 1997 to Amended and
Restated By-Laws. Incorporated herein by
reference to Exhibit 3B to the Registrant's
Annual Report on Form 10-K for the year ended
January 31, 1998.
4.3 - Amended and Restated Rights Agreement, dated as
of April 16, 1999 between Toys "R" Us, Inc. and
American Stock Transfer & Trust Company.
Incorporated herein by reference to Exhibit 1 to
the Registrant's Current Report on Form 8-K dated
April 16, 1999.
4.4 - Toys "R" Us, Inc. Non-Employee Directors' Stock
Unit Plan. Incorporated herein by reference to
Exhibit A to the Registrant's Proxy Statement for
the year ended January 30, 1999.
4.5 - Toys "R" Us, Inc. Non-Employee Directors' Stock
Option Plan. Incorporated herein by reference to
Exhibit B to the Registrant's Proxy Statement for
the year ended January 30, 1999.
4.6 - Toys "R" Us, Inc. Non-Employee Directors'
Deferred Compensation Plan. Incorporated herein
by reference to Exhibit C to the Registrant's
Proxy Statement for the year ended January 30,
1999.
5 - Opinion of Cadwalader, Wickersham & Taft.
23.1 - Consent of Ernst & Young LLP.
23.2 - Consent of Cadwalader, Wickersham & Taft
(included in Exhibit 5).
24 - Power of attorney (included in the signature
pages to the Registration Statement).
Exhibit 5
[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT]
July 6, 1999
Toys "R" Us, Inc.
461 From Road
Paramus, New Jersey 07652
Re: Toys "R" Us, Inc. Registration Statement on Form S-8
----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Toys "R" Us, Inc. (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"), with respect to the registration of up to 1,199,013 shares of
common stock, par value $.10 per share, of the Company (the "Common Stock") to
be issued pursuant to the Company's Non-Employee Directors' Stock Unit Plan (the
"Stock Unit Plan"), Non-Employee Directors' Stock Option Plan (the "Stock Option
Plan") and Non-Employee Directors' Deferred Compensation Plan (the "Deferred
Compensation Plan" and together with the Stock Unit Plan and the Stock Option
Plan, the "Plans"). Up to 1,000,000 authorized and unissued shares of Common
Stock (the "Shares") are reserved for issuance pursuant to the Stock Option
Plan, which Shares may be issued pursuant to either of the Stock Option Plan or
the Deferred Compensation Plan.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Plans, and
such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of officers and representatives of the
Company, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinion hereinafter set
forth.
<PAGE>
Toys "R" Us, Inc. -2- July 6, 1999
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.
We are members of the Bar of the State of New York, and in rendering the opinion
below, we do not purport to be an expert in, or express any opinion concerning,
the laws of any jurisdiction other than the substantive laws of the State of New
York and the General Corporation Law of the State of Delaware (in each case
without regard to conflicts of law principles).
Based on the foregoing, we are of the opinion that the Shares, when issued in
accordance with the Stock Option Plan and/or the Deferred Compensation Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement, without admitting that we are "experts" within the
meaning of the Securities Act or the rules and regulations of the Commission
issued thereunder with respect to any part of the Registration Statement,
including this exhibit.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Toys "R" Us, Inc. Non-Employee Directors' Stock Unit
Plan, Stock Option Plan and Deferred Compensation Plan of our report dated March
10, 1999, 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 January 30, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
July 6, 1999
