As filed with the Securities and Exchange Commission on February 27, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FACTORY CARD OUTLET CORP.
(Exact name of registrant as specified in its charter)
Delaware 36-3652087
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
745 Birginal Drive
Bensenville, Illinois 60106-1212
(Address, including zip code of registrant's principal executive offices)
FACTORY CARD OUTLET CORP.
1989 STOCK OPTION PLAN
(Full title of the Plan)
Charles R. Cumello, President
Factory Card Outlet Corp.
745 Birginal Drive
Bensenville, Illinois 60106-1212
(630) 238-0010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------
With a Copy to:
Lori J. Braender, Esq.
Pitney, Hardin, Kipp & Szuch
P.O. Box 1945
Morristown, New Jersey 07962
(201) 966-6300
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CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered1 offering price aggregate offering registration fee2
per share price
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 (1) (1) (1)
par value 1,256,242 shares $9.00 $11,306,178 $3,898.68
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
- ----------------
1 This registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein, as well as an indeterminate number of shares of Common Stock which may be issuable under the
antidilution and other adjustment provisions of such plan pursuant to Rule 416(a) of the Securities Act of 1933.
2 Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee and based upon the average
of the high and low sale prices of the Common Stock on the Nasdaq National Market on February 21, 1997, as reported in the Wall
Street Journal.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1 Plan Information
Not filed with this Registration Statement.
ITEM 2 Registrant Information and Employee Plan Annual Information
Not filed with this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Documents Incorporated By Reference
The following documents filed by Factory Card Outlet Corp. (the "Company")
or the Factory Card Outlet Corp. 1989 Stock Option Plan (the "Plan") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Company's Prospectus, dated December 12, 1996 filed pursuant to
Rule 424(b) under the Securities Act of 1933.
2. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed pursuant to Section
12 of the Exchange Act of 1934, and any amendment or report filed for
the purpose of updating such description.
In addition, all documents filed by the Company and the Plan pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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, hereby are incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
ITEM 4 Description of Securities
Not applicable.
ITEM 5 Interests of Named Experts and Counsel
Not applicable.
ITEM 6 Indemnification of Directors and Officers
(a) Limitation of Liability of Directors and Officers. Section 102 of
the Delaware General Corporation Law permits a corporation to provide
in its Certificate of Incorporation that a director or officer shall
not be personally liable to the corporation or its shareholders for
breach of any duty owed to the corporation or its shareholders, except
that such provisions shall not relieve a director or officer from
liability for any breach of duty based upon an action or omission (a)
in breach of such person's duty of loyalty to the corporation or its
shareholders, (b) not in good faith or involving intentional misconduct
or a knowing violation of law, (c) involving the payment of unlawful
dividends or expenditure of funds for unlawful stock purchases or
redemptions, or (d) resulting in receipt by such person of any improper
personal benefit. Article EIGHTH of the Company's Certificate of
Incorporation includes limitation on the liability of officers and
directors to the fullest extent permitted by Delaware law.
(b) Indemnification of Directors, Officers, Employees and Agents. Under
Article SEVENTH of its Certificate of Incorporation, the Company may,
to the fullest extent permitted by law, indemnify its directors,
officers, employees and agents. Section 145 of the Delaware General
Corporation Law provides that a corporation may indemnify its
directors, officers, employees and agents against judgments, fines,
penalties, amounts paid in settlement and expenses, including
attorneys' fees, resulting from various types of legal actions or
proceedings if the actions of the party being indemnified meet the
standards of conduct specified therein. Determinations concerning
whether or not the applicable standard of conduct has been met can be
made by (a) a disinterested majority of the Board of Directors, (b)
independent legal counsel, or (c) an affirmative vote of a majority of
shares held by the shareholders. No indemnification is permitted to be
made to or on behalf of a corporate director, officer, employee or
agent if a judgment or other final adjudication adverse to such person
establishes that his acts or omissions (a) were in breach of his duty
of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt
by such person of an improper personal benefit.
(c) Insurance. The Company maintains insurance policies insuring the
Company's directors and officersagainst liability for wrongful acts
omissions arising out of their positions as directors and officers,
subject to certain limitations.
ITEM 7 Exemption from Registration Claimed
Not applicable.
ITEM 8 Exhibits
23(a) Consent of KPMG Peat Marwick LLP.
99 Factory Card Outlet Corp. 1989 Stock Option Plan*
Undertaking number 2 in Item 9 below is hereby incorporated by reference in
this Item 8.
- ---------------
* Incorporated herein by reference to Exhibit 10.6.1 to the Registration
Statement on Form S-1 of the Company (Reg. No. 333-13827) filed with the
Commission on December 12, 1996.
ITEM 9 Undertakings
1. 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 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;
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question 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 requirement of the Securities Act of 1933, the registrant
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 Township of Bensenville, State of Illinois, on February ,
1997.
FACTORY CARD OUTLET CORP.
By: /S/ WILLIAM E. FREEMAN *
-----------------------------------------
William E. Freeman, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
<S> <C> <C>
*
- ------------------------------------------- Chairman of the Board of Directors February 26, 1997
William E. Freeman
*
- ------------------------------------------- President and Director February 26, 1997
Charles Cumello
Executive Vice President and
* Treasurer (principal financial and February 26, 1997
- ------------------------------------------- accounting officer)
Glen J. Franchi
*
- ------------------------------------------- Director February 26, 1997
Michael I. Barach
*
- ------------------------------------------- Director February 26, 1997
Dr. Robert C. Blattberg
*
- ------------------------------------------- Director February 26, 1997
Bart A. Brown, Jr.
*
- ------------------------------------------- Director February 26, 1997
Richard A. Doppelt
*
- ------------------------------------------- Director February 26, 1997
J. Bayard Kelly
*
- ------------------------------------------- Director February 26, 1997
James L. Nouss, Jr.
*
- ------------------------------------------- Director February 26, 1997
Stewart M. Kasen
*By Lori J. Braender, Esq., as attorney-in-fact.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
administrators have duly caused this Registration Statement to be signed on
behalf of the Plan by the undersigned, thereunto duly authorized, in the
Township of Bensenville, State of Illinois, on February 26, 1997.
FACTORY CARD OUTLET CORP.
1989 STOCK OPTION PLAN
By: /S/ WILLIAM E. FREEMAN *
----------------------------------------------------------
William E. Freeman, Chairman of the Board of Directors, as
Plan Administrator
*By Lori J. Braender, Esq., as attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit 23(a)
Consent of KPMG Peat Marwick LLP
* Exhibit 99
Factory Card Outlet Corp. 1989 Stock Option Plan
* Incorporated herein by reference to Exhibit 10.6.1 to the Registration
Statement on Form S-1 of the Company (Reg. No. 333-13827) filed with the
Commission on December 12, 1996.
Exhibit 23(a)
Consent of KPMG Peat Marwick LLP
--------------------------------
The Board of Directors
Factory Card Outlet Corp.:
We consent to the incorporation by reference in this registration statement on
Form S-8 of Factory Card Outlet Corp. of our report dated September 30, 1996,
except as to Note 12, "Subsequent Events-Stock Split," which is as of November
19, 1996 relating to the consolidated balance sheets of Factory Card Outlet
Corp. and subsidiary as of June 29, 1996 and July 1, 1995, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the years in the three-year period ended June 29, 1996, which report appears
in the prospectus dated December 12, 1996, filed by Factory Card Outlet Corp.
pursuant to Rule 424(b) under the Securities Act of 1933.
KPMG PEAT MARWICK LLP
Chicago, Illinois
February 26, 1997
