Registration Nos. 33-56697
33-50144
33-36650
33-22874
33-64757
333-02971
As filed with the Securities and Exchange Commission on October 31,1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment to Form S-8
Registration Statement
Under the Securities Act of 1933
(Registration Nos. 33-56697, 33-50144, 33-36650, 33-22874,
33-64757, 333-02971)
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0493875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23233
(Address of Principal Executive Offices) (Zip Code)
----------
1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND
RESTATED FEBRUARY 10, 1995, AS AMENDED APRIL 9, 1996
and
CIRCUIT CITY STORES, INC. AMENDED AND RESTATED 1989
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
and
CIRCUIT CITY STORES, INC. 1988 STOCK INCENTIVE PLAN
and
CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN
AS AMENDED FEBRUARY 10, 1995
(Full titles of the plans)
Richard L. Sharp, President, Chief Executive Officer
and Chairman of the Board
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
(Name and address of agent for service)
(804) 527-4000
(Telephone number, including area code, of agent for service)
<PAGE>
Pursuant to Rule 429, the Registrant intends this Registration
Statement to also constitute compliance with its undertakings to amend its
Registration Statements No. 33-56697, 33-50144, 33-36650, 33-22874, 33-
64757, and 333-02971 in lieu of filing separate post-effective amendments
thereto.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this amendment is to add a new consent of the
independent auditors.
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 Amendment to
its registration statements to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia,
on October 31, 1996.
CIRCUIT CITY STORES, INC.
Registrant
Michael T. Chalifoux
By:___________________________
Michael T. Chalifoux
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its registration statements has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature: Title:
<S> <C>
Richard L. Sharp
_________________________ President, Chief Executive
Richard L. Sharp Officer and Chairman of the
Board
*_________________________ Vice Chairman of the Board
Alan L. Wurtzel and Director
Michael T. Chalifoux
_________________________ Senior Vice President, Chief
Michael T. Chalifoux Financial Officer, Secretary
and Director
*_________________________ Director
Richard N. Cooper
*_________________________ Director
Barbara S. Feigin
2
<PAGE>
*_________________________ Director
Theodore D. Nierenberg
*_________________________ Director
Hugh G. Robinson
*_________________________ Director
Walter J. Salmon
*_________________________ Director
Mikael Salovaara
*_________________________ Director
Edward Villanueva
Philip J. Dunn
_________________________ Principal Accounting Officer
Philip J. Dunn
Richard L. Sharp
*By: ___________________________
Richard L. Sharp
Attorney-In-Fact
Michael T. Chalifoux
*By: ___________________________
Michael T. Chalifoux
Attorney-In-Fact
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Document
Number
<S> <C>
4.1 Registrant's Amended and Restated Articles
of Incorporation, effective January 26,
1990, filed as Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the fiscal
year ended February 10, 1993, (File No.
1-5767) are expressly incorporated herein by
reference.
4.2 Registrant's Articles of Amendment to the
Amended and Restated Articles of
Incorporation, effective February 26, 1993,
filed as Exhibit 3(b) to Registrant's Annual
Report on Form 10-K for the fiscal year
ended February 28, 1993 (File No. 1-5767)
are expressly incorporated
herein by this reference.
4.3 Registrant's Bylaws, as Amended and Restated
February 15, 1996, filed as Exhibit 4(b) to
Registrant's Current Report on Form 8-K
dated March 5, 1996 (File No. 1-5767) are
expressly incorporated herein by this
reference.
4.4 Amended and Restated Rights Agreement dated
March 5, 1996, between Registrant and
Norwest Bank Minnesota, N.A., as Rights
Agent, filed as Exhibit 4(a) to Registrant's
Current Report on Form 8-K dated March 5,
1996 (File No. 1-5767) is expressly
incorporated herein by this reference.
23.1 Consent of KPMG Peat Marwick LLP, filed
herewith.
24.1 Power of Attorney dated October 12, 1995 filed
with the Registrant's Registration Statement
on Form S-8 (Registration No. 33-64757) filed on
December 5, 1995, is expressly incorporated herein by
reference.
24.2 Powers of Attorney filed as Exhibit 24 to the
Registrant's Registration Statement on Form S-8
(Registration No. 33-56697) filed on December 1, 1994,
is expressly incorporated herein by reference.
24.3 Powers of Attorney dated June 19, 1990 filed
as Exhibit 25 to the Registrant's
Registration Statement on Form S-8
(Registration No. 33-36650) filed on August
31, 1990, is expressly incorporated herein
by reference.
24.4 Power of Attorney dated July 27, 1992, filed
with the Registrant's Registration Statement
on Form S-8 (Registration No. 33-50144)
filed on July 28, 1992 is expressly
incorporated herein by reference.
24.5 Power of Attorney dated June 16, 1988 filed
with the Registrant's Registration Statement
on Form S-8 (Registration No. 33-22874)
filed on July 1, 1988, is expressly
incorporated herein by reference.
4
<PAGE>
24.6 Powers of Attorney dated April 9, 1996 filed
as Exhibit 24 to the Registrant's
Registration Statement on Form S-8
(Registration No. 333-02971) filed on April
30, 1996, is expressly incorporated herein
by reference.
99.1 Registrant's 1984 Employee Stock Purchase
Plan, as Amended and Restated February 10,
1995, filed as Exhibit 99.1 to the
Registrant's Registration Statement on Form
S-8 (Registration No. 333-02971) filed on
April 30, 1996, is expressly incorporated
herein by this reference.
99.2 Amendment adopted April 9, 1996, to
Registrant's 1984 Employee Stock Purchase
Plan, as Amended and Restated February 10,
1995, filed as Exhibit 99.2 to the
Registrant's Registration Statement on Form
S-8 (Registration No. 333-02971) filed on
April 30, 1996, is expressly incorporated
herein by this reference.
99.3 Registrant's Amended and Restated 1989
Non-Employee Directors Stock Option Plan
filed as Exhibit A to Registrant's
definitive Proxy Statement dated May 12,
1995, for the Annual Meeting of Shareholders
held on June 13, 1995, is expressly
incorporated herein by this reference.
99.4 Registrant's 1988 Stock Incentive Plan,
filed as Exhibit 10(c) to the Registrant's
Annual Report on Form 10-K for the fiscal
year ended February 28, 1993, (File No.
1-5767) is expressly incorporated herein by
this reference.
99.5 Amendments to the Registrant's 1988 Stock
Incentive Plan filed as Exhibit 10(k) to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended February 29, 1990,
(File No. 1-5767) are expressly incorporated
herein by this reference.
99.6 Amendment to the Registrant's 1988 Stock
Incentive Plan filed as Exhibit 4(h) to the
Registrant's Registration Statement on Form
S-8 (Registration No. 33-50144) filed on
July 28, 1992, is expressly incorporated
herein by this reference.
99.7 Registrant's 1994 Stock Incentive Plan filed
as Exhibit 99 to the Registrant's
Registration Statement on Form S-8
(Registration No. 33-56697) filed on
December 1, 1994, is expressly incorporated
herein by this reference.
99.8 Amendment adopted February 10, 1995, to
Registrant's 1994 Stock Incentive Plan filed
as Exhibit 10(f) to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended February 28, 1995, (File No. 1-5767)
is expressly incorporated herein by this
reference.
</TABLE>
5
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Circuit City Stores, Inc:
We consent to incorporation by reference in the registration statements (Numbers
33-56697, 33-50144, 33-36650, 33-22874, 33-64757 and 333-02971) on Form S-8 of
Circuit City Stores, Inc. of our report dated October 25, 1996, relating to the
balance sheets of the Circuit City Group as of February 29, 1996 and February
28, 1995, and the related statements of earnings, group equity and cash flows
for each of the fiscal years in the three-year period ended February 29, 1996,
and our report dated October 25, 1996, relating to the balance sheets of CarMax
Group as of February 29, 1996 and February 28, 1995, and the related statements
of operations, accumulated group deficit and cash flows for each of the fiscal
years in the three-year period ended February 29, 1996, which reports are
included in the Proxy Statement to the Shareholders of Circuit City Stores, Inc.
filed with the Securities and Exchange Commission on November 1, 1996.
KPMG PEAT MARWICK LLP
Richmond, Virginia
Nobember 1, 1996
6
