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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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MAZEL STORES, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1830097
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
31000 Aurora Road
Solon, Ohio 44139
(Address of principal executive offices)
MAZEL STORES, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
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Reuven D. Dessler, Chief Executive Officer
Mazel Stores, Inc.
31000 Aurora Road
Solon, Ohio 44139
(216) 248-5200
(Name, address, and telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
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<S> <C> <C> <C> <C>
Common Shares 900,000 shs. $19.50(1) $17,550,000(1) $5,318.18(1)
without par value
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof: (a) the Registrant's Annual Report on Form 10-K for the year
ended January 25, 1997; (b) all reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual Report
on Form 10-K referred to in subsection (a) above; and (c) a description of the
Registrant's Common Shares set forth in the Registrant's Registration Statement
on Form 8-A filed with the Commission under the Securities Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be 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
Marc H. Morgenstern, a principal of Kahn, Kleinman, Yanowitz &
Arnson Co., L.P.A., is the Secretary of the Registrant. Moreover, various
attorneys in the firm directly or indirectly own shares of Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under certain circumstances provided in Article V of the
Registrant's Code of Regulations and Subject to Section 1701.13 of the Ohio
General Corporation Law (which sets forth the conditions and limitations
governing indemnification of officers, directors and other persons), the
Registrant will indemnify any director or officer or any former director or
officer of the Registrant against losses, damages or liabilities reasonably
incurred by such director or officer by reason of the fact that he or she is or
was a director or officer in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative. The Registrant maintains liability insurance for all of its
directors and officers. This insurance also insures the Registrant against
amounts payable to indemnify directors and officers, subject to policy limits
and retention amounts.
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Under the Ohio General Corporation Law, a director's liability to
the Company or its shareholders for damages is limited to those situations where
it is proved by clear and convincing evidence that the director's action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the Registrant or undertaken with reckless disregard for the
best interests of the Registrant, and those situations involving unlawful loan,
asset distributions, dividend payments or share repurchases. As a result,
shareholders may be unable to recover monetary damages against directors for
actions which constitute gross negligence or which are in violation of their
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the
Exhibit Index on page 6 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;
(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
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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.
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(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 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 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 Cleveland, State of Ohio, on the 29th day of July,
1997.
MAZEL STORES, INC.
By: /s/ Susan Atkinson
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Susan Atkinson, Senior Vice President, Chief
Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 29th day of July, 1997 by
the following persons in the capacities indicated.
Reuven Dessler, Chairman and Chief Executive Officer
Brady J. Churches, President and Director
Jacob Koval, Executive Vice President-Wholesale and Director
Jerry D. Sommers, Executive Vice President-Retail and Director
Susan Atkinson, Senior Vice President, Chief Financial Officer
and Treasurer
Ned L. Sherwood, Director
Robert Horne, Director
Charles G. Bilezikian, Director
Phillip Cohen, Director
The undersigned, by signing her name hereto, executes this
Registration Statement on Form S-8 pursuant to Powers of Attorney executed by
the above-named Officers and Directors of the Registrant and which are being
filed herewith with the Securities and Exchange Commission on behalf of such
officers and directors.
By: /s/ Susan Atkinson
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Susan Atkinson, Attorney-in-fact
Date: July 29, 1997
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MAZEL STORES, INC.
INDEX TO EXHIBITS
Exhibit Description
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5.1 Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., as to the
legality of Common Shares being registered
23.1 Consent of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A. (included in
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney of Directors and Officers
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EXHIBIT 5.1
July 29, 1997
Mazel Stores, Inc.
31000 Aurora Road
Solon, Ohio 44139
Ladies and Gentlemen:
In connection with the filing by Mazel Stores, Inc. (the
"Company"), with the Securities and Exchange Commission under the provisions of
the Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to a maximum
of 900,000 Common Shares, without par value (the "Shares") of the Company to be
issued under Mazel Stores, Inc. 1996 Stock Option Plan (the "Plan"), we have
examined the following:
1. The Amended and Restated Articles of Incorporation and the
Amended and Restated Code of Regulations of the Company, each as
currently in effect;
2. The records relating to the organization of the Company and
such other records of corporate proceedings and such other documents as
we deemed it necessary to examine as a basis for the opinions
hereinafter expressed;
3. The Registration Statement on Form S-8 (including Exhibits
thereto); and
4. Copies of the Plan, and the records of the proceedings of
the Board of Directors and shareholders of the Company relating to the
adoption and approval thereof.
Based upon that examination, we are of the opinion that:
A. The Company is a corporation duly organized and validly
existing under the laws of the State of Ohio.
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B. The Shares have been duly authorized and, when
issued and delivered pursuant to the Plan and in the manner
contemplated by the Registration Statement, will be validly issued,
fully paid, and non-assessable.
We hereby consent to the filing of this Opinion as
Exhibit 5.1 to the Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders
Mazel Stores, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Mazel Stores, Inc. of our report dated March 21, 1997, relating to the
consolidated balance sheets of Mazel Stores, Inc. as of January 25, 1997 and
January 31, 1996, and the related consolidated statements of operations,
stockholders' equity and partners' capital, and cash flows for each of the
years in the three-year period ended January 25, 1997, which report appears in
the January 25, 1997 Annual Report on Form 10-K of Mazel Stores, Inc.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
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Cleveland, Ohio
July 29, 1997
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EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS AND OFFICERS
KNOW ALL MEN BY THESE PRESENTS, that Mazel Stores, Inc.,
an Ohio corporation and each of the undersigned Directors and/or officers of
Mazel Stores, Inc. hereby constitutes and appoints Reuven Dessler, Susan
Atkinson, Marc H. Morgenstern, Michael A. Ellis and Margaret P. VanBuskirk, and
each of them, their attorneys-in-fact and agents, with full power of
substitution and resubstitution, for and on behalf of Mazel Stores, Inc. and the
undersigned Directors and/or officers of Mazel Stores, Inc. and each of such
directors and/or officers, to execute, the Mazel Stores, Inc.'s Registration
Statement on Form S-8 relating to the Common Shares to be issued under the Mazel
Stores, Inc. 1996 Stock Option Plan and any and all documents and post-effective
amendments thereto and to file the same, with Exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that such attorneys-in-fact
and agents or their substitutes may do or cause to be done by virtue hereof.
This Power of Attorney of Mazel Stores, Inc. and the
Directors and/or officers of Mazel Stores, Inc. may be executed in multiple
counterparts, each of which shall be deemed an original with respect to the
person executing it.
IN WITNESS WHEREOF, this Power of Attorney has been signed
this 29th day of July, 1997.
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MAZEL STORES, INC.
By: /s/ Reuven Dessler
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Reuven Dessler, Chairman of the Board and Chief
Executive Officer
DIRECTORS AND OFFICERS:
/s/ Reuven Dessler /s/ Brady Churches
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Reuven Dessler, Brady Churches,
Chairman of the Board and President and Director
Chief Executive Officer
/s/ Jacob Koval /s/ Jerry Sommers
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Jacob Koval, Jerry Sommers,
Executive Vice President-Wholesale Executive Vice President-Retail
and Director and Director
/s/ Susan Atkinson /s/ Ned L. Sherwood
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Susan Atkinson, Ned L. Sherwood, Director
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Accounting Officer)
/s/ Robert Horne /s/ Charles G. Bilezikian
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Robert Horne, Director Charles G. Bilezikian, Director
/s/ Phillip Cohen
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Phillip Cohen, Director
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