<PAGE>
As filed with the Securities and Exchange Commission on September 4, 1998.
Registration No. 333- ___
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
WAL-MART STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 71-0415188
------------------------------- ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
702 S.W. 8TH STREET
BENTONVILLE, ARKANSAS 72716
(501) 273-4000
(Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Principal Executive Offices)
-----------------------
WAL-MART STORES, INC. ASSOCIATE STOCK PURCHASE PLAN OF 1996
(Full Title of Plan)
-----------------------
ALLISON D. GARRETT COPY TO:
WAL-MART STORES, INC. DUDLEY W. MURREY, ESQ.
702 S.W. 8TH STREET HUGHES & LUCE, L.L.P.
BENTONVILLE, ARKANSAS 72716 1717 MAIN STREET, SUITE 2800
(501) 273-4000 DALLAS, TEXAS 75201
(214) 939-5500
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED/1/ PER SHARE/2/ OFFERING PRICE/2/ FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 45,000,000 shares $58.90625 $2,650,781,250 $781,980.47
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, this
registration statement also covers the additional shares of common stock of
Wal-Mart Stores, Inc. that will result from any split of, or a stock
dividend on, the registered shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common
Stock, as reported on the New York Stock Exchange on September 1, 1998, in
accordance with Rule 457(h) promulgated under the Securities Act of 1933,
as amended.
<PAGE>
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") by Wal-Mart Stores, Inc. (the "Registrant") are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1998 (the "Annual Report").
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1998.
(c) The description of the Registrant's common stock, par value $.10 per
share (the "Common Stock"), contained in the Registrant's Registration Statement
on Form 8-A, filed with the Commission on October 26, 1971, including any
amendment or report filed for the purpose of updating such description.
(d) 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.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Registrant's By-Laws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she was a director or officer of the Registrant (or was serving
at the request of the Registrant as a director, officer, employee or agent for
another entity) will be indemnified and held harmless by the Registrant, to the
full extent authorized by the Delaware General Corporation Law.
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
The Registrant's Certificate of Incorporation provides that, to the fullest
extent permitted by the Delaware General Corporation Law as the same exists or
may hereafter be amended, a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty. The only limitations imposed under the
statute are that the provision may not eliminate or limit a director's liability
(i) for breaches of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions or (iv) for
transactions in which the director received an improper personal benefit. In
addition, directors and officers are insured, at the Registrant's expense,
against certain liabilities which might arise out of their employment and are
not subject to indemnification under the By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
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ITEM 8. EXHIBITS.
--------
4(a) Restated Certificate of Incorporation of Wal-Mart Stores, Inc.
(incorporated herein by reference to Exhibit 3(a) to the Annual
Report on Form 10-K of the Registrant for the year ended December
31, 1989) and Certificate of Amendment to the Restated Certificate
of Incorporation of Wal-Mart Stores, Inc. (incorporated herein by
reference to Exhibit 4(b) to the Registration Statement on Form S-8
of the Registrant (File No. 33-43315)).
4(b) By-Laws of Wal-Mart Stores, Inc., as amended June 3, 1993
(incorporated herein by reference to Exhibit 4(a) to the Annual
Report on Form 10-K of the Registrant for the fiscal year ended
January 31, 1994).
*5(a) Opinion of Hughes & Luce, L.L.P.
*23(a) Consent of Ernst & Young, LLP.
*23(b) Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5(a) hereto).
*24(a) Power of Attorney (contained on Page II-5).
----------------------
* Filed herewith
ITEM 9. UNDERTAKINGS.
------------
(a) The 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 Section 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
II-3
<PAGE>
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 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 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 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.
(c) Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, 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
by the Registrant 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
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 Bentonville, State of Arkansas, on September 2, 1998.
WAL-MART STORES, INC.
By: /s/ S. Robson Walton
------------------------------
S. Robson Walton,
Chairman of the Board of Directors
POWER OF ATTORNEY
We, the undersigned officers and directors of Wal-Mart Stores, Inc., hereby
severally constitute and appoint S. Robson Walton, David D. Glass and John B.
Menzer, and each of them, our true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for each of us in our name, place
and stead, in any and all capacities, to sign Wal-Mart Stores, Inc.'s
Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their 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 and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ S. Robson Walton Chairman of the Board of September 2, 1998
- ----------------------------------- Directors and Director
S. Robson Walton
/s/ David D. Glass President, Chief Executive September 2, 1998
- ----------------------------------- Officer and Director
David D. Glass
/s/ Donald G. Soderquist Vice Chairman of the Board September 2, 1998
- ----------------------------------- of Directors, Chief Operating
Donald G. Soderquist Officer and Director
/s/ John B. Menzer Chief Financial Officer September 2, 1998
- -----------------------------------
John B. Menzer
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ James A. Walker, Jr. Senior Vice President September 2, 1998
- ----------------------------------- and Controller
James A. Walker, Jr.
/s/ Jeronimo Arango Director September 2, 1998
- -----------------------------------
Jeronimo Arango
/s/ John A. Cooper, Jr. Director September 2, 1998
- -----------------------------------
John A. Cooper, Jr.
Director September __, 1998
- -----------------------------------
Stephen Friedman
/s/ Stanley C. Gault Director September 2, 1998
- -----------------------------------
Stanley C. Gault
Director September __, 1998
- -----------------------------------
Frederick S. Humphries
Director September __, 1998
- -----------------------------------
E. Stanley Kroenke
Director September __, 1998
- -----------------------------------
Elizabeth A. Sanders
/s/ Jack C. Shewmaker Director September 2, 1998
- -----------------------------------
Jack C. Shewmaker
/s/ Paula Stern Director September 2, 1998
- -----------------------------------
Paula Stern
Director September __, 1998
- -----------------------------------
John T. Walton
Director September __, 1998
- -----------------------------------
Roland A. Hernandez
/s/ Jose H. Villarreal Director September 2, 1998
- -----------------------------------
Jose H. Villarreal
</TABLE>
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<PAGE>
EXHIBIT 5(a)
[Hughes & Luce, L.L.P. Letterhead]
September 4, 1998
Wal-Mart Stores, Inc.
702 S.W. 8th Street
Bentonville, Arkansas 72716
Re: Registration Statement on Form S-8 for the Associate
Stock Purchase Plan of 1996
Ladies and Gentlemen:
We have acted as special counsel to Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of shares (the "Shares") of 45,000,000
shares of the Company's common stock, $.10 par value per share (the "Common
Stock"), which are subject to being acquired pursuant to the Wal-Mart Stores,
Inc. Associate Stock Purchase Plan of 1996 (the "Plan"). The Shares are being
registered pursuant to a registration statement on Form S-8 to be filed with the
Securities and Exchange Commission on or about September 4, 1998 (the
"Registration Statement"). Such Shares may be issued and outstanding shares of
the Common Stock acquired on the open market pursuant to the Plan, or may be
newly issued Shares of the Common Stock.
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, we are of the opinion that (1) if the Shares
are acquired through the Plan from the Company, the Shares will be, if and when
issued in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable, assuming the Company maintains an adequate number of authorized
but unissued shares of common stock available for such issuance, and further
assuming that the consideration actually received by the Company for the Shares
exceeds the par value thereof, and (2) if the shares are acquired through the
Plan on the open market, the Shares are validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference into the Registration
Statement (Form S-8) pertaining to the Wal-Mart Stores, Inc. Associate Stock
Purchase Plan of 1996 of our report dated March 24, 1998, with respect to the
consolidated financial statements of Wal-Mart Stores, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended January 31, 1998
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG, LLP
Tulsa, Oklahoma
September 4, 1998
