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As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BJ'S WHOLESALE CLUB, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3360747
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One Mercer Road, Natick, Massachusetts 01760
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
John J. Nugent, President
BJ's Wholesale Club, Inc.
One Mercer Road
Natick, Massachusetts 01760
(Name and Address of Agent for Service)
(508) 651-7400
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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- --------------------------------------------------------------------------------
Common Stock, 2,000,000
$.01 par value shares $25.63 (1) $51,260,000 (1) $14,251
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(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Registrant's
Common Stock as reported by the New York Stock Exchange on June 1, 1999 in
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accordance with Rules 457(c) and 457(h) under the Securities Act of 1933.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Registrant's 1997 Stock Incentive Plan, as amended,
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-31015, filed by
the Registrant on July 10, 1997, relating to the Registrant's 1997 Stock
Incentive Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Town of Natick, Massachusetts on June 3, 1999.
BJ'S WHOLESALE CLUB, INC.
By: /s/ John J. Nugent
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John J. Nugent
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of BJ's Wholesale Club, Inc.
hereby severally constitute John J. Nugent, Frank D. Forward, Arthur T. Silk,
Jr. and Sarah M. Gallivan, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable BJ's Wholesale
Club, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
2
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ John J. Nugent President, Chief June 3, 1999
- ------------------------------------ Executive Officer and
John J. Nugent Director (Principal
Executive Officer)
/s/ Frank D. Forward Executive Vice June 3, 1999
- ------------------------------------ President
Frank D. Forward and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/s/ Herbert J. Zarkin Chairman of the Board June 3, 1999
- ------------------------------------ of Directors
Herbert J. Zarkin
/s/ S. James Coppersmith Director June 3, 1999
- ------------------------------------
S. James Coppersmith
/s/ Kerry L. Hamilton Director June 3, 1999
- ------------------------------------
Kerry L. Hamilton
/s/ Bert N. Mitchell Director June 3, 1999
- ------------------------------------
Bert N. Mitchell
/s/ Thomas J. Shields Director June 3, 1999
- ------------------------------------
Thomas J. Shields
/s/ Lorne R. Waxlax Director June 3, 1999
- ------------------------------------
Lorne R. Waxlax
/s/ Edward J. Weisberger Director June 3, 1999
- ------------------------------------
Edward J. Weisberger
3
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Specimen Certificate of Common Stock, $.01 par value per share,
of the Registrant is incorporated herein by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-1, as
amended (File No. 333-25511)
4.2 Amended and Restated Certificate of Incorporation of the
Registrant is incorporated herein by reference to Exhibit 4.1 the
Registrant's Registration Statement on Form S-8 (File No. 333-
31015)
4.3 Amended and Restated By-Laws of the Registrant is incorporated
herein by reference to Exhibit 3.1 to the Registrant's Current
Report on Form 8-K dated April 7, 1999 (File No. 001-13143)
4.4 Rights Agreement, dated as of July 10, 1997, between the
Registrant and First Chicago Trust Company of New York is
incorporated herein by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A (File No. 001-13143)
4.5 Amendment No. 1 to Rights Agreement, dated as of February 4,
1999, by and between the Registrant and First Chicago Trust
Company of New York is incorporated herein by reference to
Exhibit 2 to the Company's Amendment No. 1 to Registration
Statement on Form 8-A/A (File No. 001-13143)
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included in the signature pages of this
Registration Statement)
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EXHIBIT 5
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
June 3, 1999
BJ's Wholesale Club, Inc.
One Mercer Road
Natick, Massachusetts 01760
Re: 1997 Stock Incentive Plan, as amended
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 2,000,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of BJ's Wholesale Club, Inc., a Delaware corporation (the
"Company"), issuable under the Company's 1997 Stock Incentive Plan, as amended
(the "Plan").
We have examined the Amended and Restated Certificate of Incorporation of
the Company, as amended to date, and the Amended and Restated By-Laws of the
Company, as amended to date, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of The Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
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It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein under the caption "Interests of Named Experts and Counsel." In
giving such consent, we do not hereby 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.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
2
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 1, 1999 relating to the
financial statements of BJ's Wholesale Club, Inc., which appears in BJ's
Wholesale Club, Inc.'s Annual Report on Form 10-K for the year ended January 30,
1999.
/s/ PricewaterhouseCoopers LLP
Boston, MA
June 2, 1999
