Registration No.
As Filed with the Securities and Exchange Commission on April 30, 1996
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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
(Formerly 1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE
PLAN, AS AMENDED AND RESTATED FEBRUARY 15, 1994)
(Full title of the plan)
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>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 $ 31.25 (1) $ 31,250,000 $ 10,775.86
value $.50, with
attached Rights to
Purchase Preferred
Stock, Series E,
par value $20.00 (2)
</TABLE>
The securities covered by this Registration Statement will be purchased
by employees of the Registrant from time to time under the 1984 Circuit City
Stores, Inc. Employee Stock Purchase Plan, as Amended and Restated February 10,
1995, as Amended April 9, 1996.
--------
(1) Estimated solely for purpose of calculating the registration fee. Based on
the average of the high and low prices of the Common Stock on the New York
Stock Exchange on April 26, 1996.
(2) The Rights to Purchase Preferred Stock will be attached to and trade
with shares of the Common Stock. Value attributable to such rights, if any,
will be reflected in the market price of the shares of Common Stock.
2
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company hereby incorporates by reference into this
Registration Statement the documents listed below which have been filed with the
Securities and Exchange Commission.
(a) The Annual Report on Form 10-K (File No. 1-5767) for
the fiscal year ended February 28, 1995.
(b) All reports filed pursuant to Section 13 or 15(d) of the 1934
Act since the end of the fiscal year covered by the annual
report referred to in (a) above, including the Company's
Quarterly Reports on Form 10-Q for the quarters ended May 31,
1995, August 31, 1995 and November 30, 1995 and the Company's
Report on Form 8-K dated March 5, 1996.
(c) The description of the Common Stock appearing in
Amendment No. 5 dated March 13, 1996 to Form 8-A/A
filed with the Commission in connection with the
listing of the Common Stock on the New York Stock
Exchange.
In addition, the Company incorporates by reference the
description of the Rights appearing in Amendment No. 1 dated March 13, 1996 in
its Form 8-A/A filed with the Commission in connection with the listing of such
Rights on the New York Stock Exchange.
All documents subsequently filed by the Company pursuant to
Sections 13, 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing such documents.
Item 6. Indemnification of Directors and Officers
The laws of the Commonwealth of Virginia pursuant to which the
Company is incorporated permit it to indemnify its officers and directors
against certain liabilities with the approval of its shareholders. The Articles
of Incorporation of the Company, which have been approved by its shareholders,
provide for the indemnification of each director and officer (including former
directors and officers and each person who may have served at the request of the
Company as a director or officer of any other legal entity and, in all such
cases, his heirs, executors and administrators) against liabilities (including
expenses) reasonably incurred by him in connection
3
<PAGE>
with any actual or threatened action, suit or proceeding to which he may be made
a party by reason of his being or having been a director or officer of the
Company, except in relation to any action, suit or proceeding in which he has
been adjudged liable because of willful misconduct or a knowing violation of the
criminal law.
The Company has purchased directors' and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company and its subsidiaries against certain
losses resulting from claims against them in their capacities as directors and
officers to the extent that such losses are not indemnified by the Company and
(2) the Company to the extent that it indemnifies such directors and officers
for losses as permitted under the laws of Virginia.
Item 8. Exhibits
See Exhibit Index following signatures.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (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 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 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
4
<PAGE>
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the 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) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment and 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 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) That, 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 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.
5
<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 County of Henrico, Commonwealth of Virginia, on April 29,
1996.
CIRCUIT CITY STORES, INC.
Registrant
By: /s/ Michael T. Chalifoux
---------------------------
Michael T. Chalifoux
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Richard L. Sharp President, Chief April 29, 1996
- ------------------ Executive Officer
Richard L. Sharp and Chairman of the
Board
* Alan L. Wurtzel Vice Chairman of the April 29, 1996
- ----------------- Board and Director
Alan L. Wurtzel
/s/ Michael T. Chalifoux Senior Vice President, April 29, 1996
- ------------------------ Chief Financial Officer,
Michael T. Chalifoux Secretary and Director
* Richard N. Cooper Director April 29, 1996
- -------------------
Richard N. Cooper
* Barbara S. Feigin Director April 29, 1996
- -------------------
Barbara S. Feigin
- ---------------------- Director
Theodore D. Nierenberg
- ----------------------- Director
Hugh G. Robinson
6
<PAGE>
* Walter J. Salmon Director April 29, 1996
- --------------------
Walter J. Salmon
* Mikael Salovaara Director April 29, 1996
- --------------------
Mikael Salovaara
* Edward Villanueva Director April 29, 1996
- --------------------
Edward Villanueva
/s/ Keith D. Browning Corporate Controller, April 29, 1996
- ---------------------
Keith D. Browning Principal Accounting
Officer
*By: /s/ Michael T. Chalifoux
---------------------------
Michael T. Chalifoux
Attorney-In-Fact
7
<PAGE>
EXHIBIT INDEX
Exhibit
No. Document
- -------- --------
4.1 Registrant's Amended and Restated
Articles of Incorporation, effective
January 26, 1990, filed as Exhibit 3(a)
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.
4.2 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.
5 Opinion and Consent of McGuire, Woods,
Battle & Boothe, L.L.P., as to the
legality of the shares offered
hereunder, filed herewith.
23.1 Consent of KPMG Peat Marwick LLP, filed
herewith.
23.2 Consent of McGuire, Woods, Battle &
Boothe, L.L.P. (included in Exhibit 5).
24 Powers of Attorney.
8
<PAGE>
99.1 Registrant's 1984 Employee Stock
Purchase Plan, as Amended and Restated
February 10, 1995, filed herewith.
99.2 Amendment adopted April 9, 1996, to
Registrant's 1984 Employee Stock
Purchase Plan, as Amended and Restated
February 10, 1995, filed herewith.
9
</TABLE>
Exhibit 5
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
One James Center
Richmond, Virginia 23219
April 29, 1996
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233-1464
Circuit City Stores, Inc. (the "Company")
Ladies and Gentlemen:
You propose to file as soon as possible with the Securities
and Exchange Commission a registration statement on Form S-8 (the "Registration
Statement") relating to the 1984 Circuit City Stores, Inc. Employee Stock
Purchase Plan, as amended and restated February 10, 1995, as amended April 9,
1996 (the "Plan"). The Registration Statement covers (i) 1,000,000 shares of
Common Stock, par value $.50, of the Company (the "Common Stock") which have
been reserved for issuance under the Plan and (ii) 1,000,000 Rights to Purchase
Preferred Stock, Series E, $20.00 par value, of the Company (the "Rights"),
attached in equal number to the shares of Common Stock which may be issued under
the Plan.
We are of the opinion that the 1,000,000 shares of Common
Stock which are authorized for issuance under the Plan, when issued and sold in
accordance with the terms and provisions of the Plan, will be duly authorized,
legally issued, fully paid and nonassessable.
We are also of the opinion that the 1,000,000 Rights, when
issued in accordance with the terms and provisions of the Amended and Restated
Rights Agreement dated March 5, 1996 between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent will be duly authorized, legally issued, fully
paid and nonassessable. Our opinion with respect to the Rights is subject to all
the assumptions and qualifications with respect to such matters set forth in our
opinion, dated June 16, 1988, to the Board of Directors of the Company, in
connection with the original issuance of the Rights, which opinion is filed as
part of our opinion at Exhibit 5 to the Company's Registration Statement No.
33-53185 on Form S-8 relating to the Plan, which registration statement became
effective April 20, 1994. We
<PAGE>
Circuit City Stores, Inc.
April 29, 1996
Page 2
hereby reaffirm our opinion of June 16, 1988 (the "Original Opinion"). In our
Original Opinion regarding the Rights, we discussed whether certain provisions
of Section 13.1-638 of the Virginia Code might prohibit the restrictions on
transfer imposed under the agreement governing the Rights. The Virginia Code was
amended in 1990 to provide that, notwithstanding such provisions of Section
13.1-638, the terms of rights issued by a corporation may include restrictions
on transfer by designated persons or classes of persons. Since we rendered our
Original Opinion, amendments to other statutes referred to in that opinion have
been adopted and additional relevant cases have been decided, none of which
alter our opinion expressed in the Original Opinion.
We consent to the use of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
MCGUIRE, WOODS, BATTLE
& BOOTHE, L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Circuit City Stores, Inc.:
We consent to the use of our report dated April 5, 1995, relating to the
consolidated balance sheets of Circuit City Stores, Inc. and subsidiaries as of
February 28, 1995 and 1994 and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the fiscal years in the
three-year period ended February 28, 1995, which report is incorporated by
reference in the February 28, 1995 annual report on Form 10-K of Circuit City
Stores, Inc., which report is incorporated by reference in this Registration
Statement on Form S-8 of Circuit City Stores, Inc. We also consent to the use of
our report dated April 5, 1995, relating to the financial statement schedules of
Circuit City Stores, Inc., which report is included in such annual report on
Form 10-K, which report is incorporated by reference in this Registration
Statement.
KPMG PEAT MARWICK LLP
Richmond, Virginia
April 29, 1996
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, her attorneys-in-fact, with full power
to act without the other, to execute on her behalf, individually and in his
capacity as an officer and/or director of Circuit City Stores, Inc. (the
"Company"), and to file any documents referred to below relating to the
registration of (i) 1,000,000 shares of Common Stock of the Company and (ii) an
equal number of rights to purchase preferred shares, Series E ("Rights") to be
purchased pursuant to the Circuit City Stores, Inc. 1984 Employee Stock Purchase
Plan as amended (the "1984 Plan"); such documents being: registration statements
on Form S-8 to be filed with the Securities and Exchange Commission; such
statements with, and/or applications to, the regulatory authorities of any state
in the United States as may be necessary to permit such shares to be offered in
such states; any and all other documents required to be filed with respect
thereto with any regulatory authority; and any and all amendments
(post-effective and pre-effective) to any of the foregoing, with all exhibits
and documents required to be filed in connection therewith.
The undersigned further grants unto said attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 9th day of April, 1996.
/s/ Barbara S. Feigin
Barbara S. Feigin
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his attorneys-in-fact, with full power
to act without the other, to execute on his behalf, individually and in his
capacity as an officer and/or director of Circuit City Stores, Inc. (the
"Company"), and to file any documents referred to below relating to the
registration of (i) 1,000,000 shares of Common Stock of the Company and (ii) an
equal number of rights to purchase preferred shares, Series E ("Rights") to be
purchased pursuant to the Circuit City Stores, Inc. 1984 Employee Stock Purchase
Plan as amended (the "1984 Plan"); such documents being: registration statements
on Form S-8 to be filed with the Securities and Exchange Commission; such
statements with, and/or applications to, the regulatory authorities of any state
in the United States as may be necessary to permit such shares to be offered in
such states; any and all other documents required to be filed with respect
thereto with any regulatory authority; and any and all amendments
(post-effective and pre-effective) to any of the foregoing, with all exhibits
and documents required to be filed in connection therewith.
The undersigned further grants unto said attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 9th day of April, 1996.
/s/ Richard N. Cooper
Richard N. Cooper
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his attorneys-in-fact, with full power
to act without the other, to execute on his behalf, individually and in his
capacity as an officer and/or director of Circuit City Stores, Inc. (the
"Company"), and to file any documents referred to below relating to the
registration of (i) 1,000,000 shares of Common Stock of the Company and (ii) an
equal number of rights to purchase preferred shares, Series E ("Rights") to be
purchased pursuant to the Circuit City Stores, Inc. 1984 Employee Stock Purchase
Plan as amended (the "1984 Plan"); such documents being: registration statements
on Form S-8 to be filed with the Securities and Exchange Commission; such
statements with, and/or applications to, the regulatory authorities of any state
in the United States as may be necessary to permit such shares to be offered in
such states; any and all other documents required to be filed with respect
thereto with any regulatory authority; and any and all amendments
(post-effective and pre-effective) to any of the foregoing, with all exhibits
and documents required to be filed in connection therewith.
The undersigned further grants unto said attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 9th day of April, 1996.
/s/ Walter J. Salmon
Walter J. Salmon
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his attorneys-in-fact, with full power
to act without the other, to execute on his behalf, individually and in his
capacity as an officer and/or director of Circuit City Stores, Inc. (the
"Company"), and to file any documents referred to below relating to the
registration of (i) 1,000,000 shares of Common Stock of the Company and (ii) an
equal number of rights to purchase preferred shares, Series E ("Rights") to be
purchased pursuant to the Circuit City Stores, Inc. 1984 Employee Stock Purchase
Plan as amended (the "1984 Plan"); such documents being: registration statements
on Form S-8 to be filed with the Securities and Exchange Commission; such
statements with, and/or applications to, the regulatory authorities of any state
in the United States as may be necessary to permit such shares to be offered in
such states; any and all other documents required to be filed with respect
thereto with any regulatory authority; and any and all amendments
(post-effective and pre-effective) to any of the foregoing, with all exhibits
and documents required to be filed in connection therewith.
The undersigned further grants unto said attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 9th day of April, 1996.
/s/ Mikael Salovaara
Mikael Salovaara
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his attorneys-in-fact, with full power
to act without the other, to execute on his behalf, individually and in his
capacity as an officer and/or director of Circuit City Stores, Inc. (the
"Company"), and to file any documents referred to below relating to the
registration of (i) 1,000,000 shares of Common Stock of the Company and (ii) an
equal number of rights to purchase preferred shares, Series E ("Rights") to be
purchased pursuant to the Circuit City Stores, Inc. 1984 Employee Stock Purchase
Plan as amended (the "1984 Plan"); such documents being: registration statements
on Form S-8 to be filed with the Securities and Exchange Commission; such
statements with, and/or applications to, the regulatory authorities of any state
in the United States as may be necessary to permit such shares to be offered in
such states; any and all other documents required to be filed with respect
thereto with any regulatory authority; and any and all amendments
(post-effective and pre-effective) to any of the foregoing, with all exhibits
and documents required to be filed in connection therewith.
The undersigned further grants unto said attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 9th day of April, 1996.
/s/ Edward Villaneuva
Edward Villaneuva
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his attorneys-in-fact, with full power
to act without the other, to execute on his behalf, individually and in his
capacity as an officer and/or director of Circuit City Stores, Inc. (the
"Company"), and to file any documents referred to below relating to the
registration of (i) 1,000,000 shares of Common Stock of the Company and (ii) an
equal number of rights to purchase preferred shares, Series E ("Rights") to be
purchased pursuant to the Circuit City Stores, Inc. 1984 Employee Stock Purchase
Plan as amended (the "1984 Plan"); such documents being: registration statements
on Form S-8 to be filed with the Securities and Exchange Commission; such
statements with, and/or applications to, the regulatory authorities of any state
in the United States as may be necessary to permit such shares to be offered in
such states; any and all other documents required to be filed with respect
thereto with any regulatory authority; and any and all amendments
(post-effective and pre-effective) to any of the foregoing, with all exhibits
and documents required to be filed in connection therewith.
The undersigned further grants unto said attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 9th day of April, 1996.
/s/ Alan L. Wurtzel
Alan L. Wurtzel
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Michael T. Chalifoux
his attorney-in-fact, to execute on his behalf, individually and in his capacity
as an officer and/or director of Circuit City Stores, Inc. (the "Company"), and
to file any documents referred to below relating to the registration of (i)
1,000,000 shares of Common Stock of the Company and (ii) an equal number of
rights to purchase preferred shares, Series E ("Rights") to be purchased
pursuant to the Circuit City Stores, Inc. 1984 Employee Stock Purchase Plan as
amended (the "1984 Plan"); such documents being: registration statements on Form
S- 8 to be filed with the Securities and Exchange Commission; such statements
with, and/or applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be offered in such
states; any and all other documents required to be filed with respect thereto
with any regulatory authority; and any and all amendments (post-effective and
pre-effective) to any of the foregoing, with all exhibits and documents required
to be filed in connection therewith.
The undersigned further grants unto said attorney full power and
authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 9th day of April, 1996.
/s/ Richard L. Sharp
Richard L. Sharp
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp his
attorney-in-fact, to execute on his behalf, individually and in his capacity as
an officer and/or director of Circuit City Stores, Inc. (the "Company"), and to
file any documents referred to below relating to the registration of (i)
1,000,000 shares of Common Stock of the Company and (ii) an equal number of
rights to purchase preferred shares, Series E ("Rights") to be purchased
pursuant to the Circuit City Stores, Inc. 1984 Employee Stock Purchase Plan as
amended (the "1984 Plan"); such documents being: registration statements on Form
S- 8 to be filed with the Securities and Exchange Commission; such statements
with, and/or applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be offered in such
states; any and all other documents required to be filed with respect thereto
with any regulatory authority; and any and all amendments (post-effective and
pre-effective) to any of the foregoing, with all exhibits and documents required
to be filed in connection therewith.
The undersigned further grants unto said attorney full power and
authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 9th day of April, 1996.
/s/ Michael T. Chalifoux
Michael T. Chalifoux
Exhibit 99.1
1984 CIRCUIT CITY STORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED AND RESTATED FEBRUARY 10, 1995
The 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan (the
"Plan") provides eligible employees of Circuit City Stores, Inc., a Virginia
corporation (the "Company"), an opportunity to purchase common stock of the
Company ("Common Stock") through payroll deductions at prices below the market.
1. Amount of Stock Subject to the Plan. The total number of shares of
Common Stock which may be purchased under the Plan shall be 4,500,000, subject
to adjustment as provided in Section 11. Such shares may be newly issued shares
from the Company's authorized but unissued Common Stock or may be shares
purchased for the Plan on the open market.
2. Eligible Employees. All present and future employees of the Company
and its parent and subsidiary corporations (whether now existing or hereafter
created or acquired) are eligible to participate in the Plan except, as of any
Enrollment Date (as defined in Section 4), (i) employees who have completed less
than one year of Eligibility Service (defined below), or (ii) employees who are
subject to Section 16 of the Securities Exchange Act of 1934, or (iii) employees
who are officers of the Company. For purposes of the Plan, "Eligibility Service"
means continuous employment with the Company as a regular employee.
Determinations whether an employee is a regular employee and whether an employee
has completed one year of Eligibility Service shall be uniform in nature and
applicable to all persons similarly situated.
3. Administration of the Plan. The Plan shall be administered by the
Personnel and Compensation Committee of the Board of Directors (the
"Committee"). The Committee shall have all powers necessary to administer the
Plan, including the power to construe and interpret the Plan's documents; to
decide all questions relating to an employee's employment status and eligibility
to participate in the Plan; to make adjustments to the limitations on payroll
deductions set forth in Section 5; to employ such other persons as are necessary
for the proper administration of the Plan; and to make all other determinations
necessary or advisable in administering the Plan. Any construction,
interpretation, or application of the Plan by the Committee shall be final,
conclusive and binding.
The Committee shall appoint an officer or other employee of
the Company to serve as Plan Administrator. The Plan Administrator shall be
responsible for the general administration of the Plan and such other matters as
the
<PAGE>
Committee deems necessary for the efficient and proper administration of the
Plan.
4. Participation in Plan. An eligible employee may commence or
recommence (subject to limitations set forth below), participation in the Plan
effective on any March 1, June 1, September 1, or December 1 ("Enrollment
Dates") by completing and delivering to the designated individuals in the
Company's personnel department, a form prescribed by the Committee (the
"Authorization Form"). The employee must deliver the Authorization Form to the
designated individuals in the Company's personnel department at least 10 days
before the desired Enrollment Date. The Authorization Form shall authorize
payroll deductions from the employee's compensation. For purposes of the Plan,
"Compensation" means all compensation and commissions (estimated as deemed
necessary by the Committee) before any deductions or withholding and including
overtime and bonuses, but exclusive of all amounts paid as reimbursements of
expenses including those paid as part of commissions. Eligible employees who
participate in the Plan are referred to herein as Participating Employees.
5. Payroll Deductions, Limitations, and Employee Accounts. A payroll
deduction shall be made as a percentage of Compensation payable to each
Participating Employee for each payroll period as specified in the Employee's
Authorization Form. Payroll deductions for each payroll period shall not be less
than 2% nor more than 10% of Compensation for such payroll period. Payroll
deduction specifications may be made in 1/2% increments.
All payroll deductions shall be credited to an account that a custodian
appointed by the Committee (the "Custodian") shall establish in the name of each
Participating Employee (the "Payroll Deduction Account").
The maximum amount that may be deducted for each Participating Employee
in any one calendar year is $7,500. When a Participating Employee's aggregate
payroll deductions for the calendar year total $7,500, the Participating
Employee's purchase of Common Stock and payroll deductions shall be suspended
for the remainder of the calendar year. However, the Participating Employee
shall continue to be a participant under the Plan unless he terminates his
participation, and his purchase of Common Stock and payroll deductions will be
resumed for the first payroll period of the next calendar year.
6. Changes in Payroll Deductions. A Participating Employee may change
the percentage of his payroll deductions, subject to the minimums and maximum
set forth above, effective on any March 1, June 1, September 1 or December 1, by
delivering to the personnel department a new Authorization Form at least 10 days
before the effective date of change.
2
<PAGE>
7. Purchase Price. The purchase price ("Purchase Price") for each share
of Common Stock, including shares purchased by dividend reinvestment, shall be
the fair market value of such share on the Purchase Date, less a discount not to
exceed 15%. Such discount is to be determined from time to time by the Board of
Directors.
8. Method of Purchase and Purchase Accounts. The last business day of
each month shall be a Purchase Date. On each Purchase Date, the funds in each
Participating Employee's Payroll Deduction Account shall be applied to the
purchase from the Company of the number of whole shares and fractional interests
in shares of Common Stock as such funds can purchase at the Purchase Price on
that Purchase Date, unless the Company notifies the Custodian before the
Purchase Date that a portion of the shares required shall be obtained on the
open market. In the latter event, the Custodian shall apply such portion as the
Company shall direct of the funds in the Payroll Deduction Accounts to the
purchase of whole shares of Common Stock on the open market and shall deliver
the remaining funds, if any, to the Company. At the same time, the Company shall
issue to the Custodian for the benefit of the Participating Employees a
sufficient number of shares of Common Stock so that the total number of whole
shares and fractional interests in shares acquired by the Participating
Employees as of such Purchase Date shall be the same as would have been acquired
if all such shares had been acquired from the Company. The Company shall
reimburse the Custodian for any expenses incurred by it in effecting the open
market purchases. The shares and fractional interests in shares of Common Stock
acquired under the Plan (rounded to the nearest ten thousandth) shall be
credited to a Purchase Account maintained by the Custodian for each
Participating Employee.
Dividends paid with respect to the Common Stock held in the Purchase
Accounts shall be automatically reinvested in Common Stock under the Plan. The
reinvestment shall be effected through the crediting of such dividends to the
Participating Employees' Payroll Deduction Accounts on the date such dividends
are received by the Custodian. All funds in the Payroll Deduction Account (from
payroll deductions and dividends) shall be applied to the purchase of shares of
Common Stock on the next Purchase Date.
9. Rights as a Stockholder. Participating Employees shall have all the
rights of stockholders with respect to shares of Common Stock acquired under the
Plan, including the right to vote such shares and receive annual reports, proxy
statements and other documents sent to stockholders generally; provided,
however, that so long as such shares are held for a Participating Employee by
the Custodian, if a Participating Employee fails to respond to a request for
instructions with respect to voting prior to the close of business on the second
business day
3
<PAGE>
preceding the deadline for the taking of action with respect to the shares
(whether such action be the voting of such shares, the tendering of such shares
in response to a tender offer or exchange offer or any other action), the
Custodian shall take such action with respect to the shares held for the
Participating Employee on such person's behalf in accordance with the
recommendation of the Company's management. By written notification delivered to
the Custodian on or before an Enrollment Date, a Participating Employee shall
have the right, as of such Enrollment Date:
(a) to obtain a certificate for the whole shares of
Common Stock credited to his Purchase Account; or
(b) to direct that any whole shares in his Purchase
Account be sold, and that the proceeds, less selling
expenses, be remitted to him.
10. Rights Not Transferable. Rights under the Plan are not
transferable by a Participating Employee.
11. Certain Adjustments in the Case of Stock Dividends or Splits. The
Committee shall make appropriate adjustments in the number of shares of Common
Stock which may be purchased under the Plan if there are changes in the Common
Stock by reason of stock dividends, stock splits, reverse stock splits,
recapitalization, merger or consolidation.
12. Termination of Participation in Plan. A Participating Employee may
at any time and for any reason terminate his participation in the Plan by
written notification of his withdrawal delivered to the designated individuals
in the Company's personnel department. An employee's participation in the Plan
shall also terminate upon his ceasing to be employed by the Company, whether by
reason of death or otherwise, or upon ceasing to be a regular employee, or upon
his becoming subject to Section 16 of the Securities Exchange Act of 1934, or
upon his being appointed an officer of the Company. With respect to each
terminated participant, (i) payroll deductions shall cease as of the first day
of the next payroll period after delivery of notification of withdrawal,
termination of employment, ceasing to be a regular employee, becoming subject to
Section 16 of the Securities Exchange Act of 1934, or being appointed an officer
of the Company, whichever is applicable, and (ii) no purchases shall be made
after the Purchase Date for the Calendar month in which the last payroll
deduction is made. A terminated participant shall elect:
(a) to obtain a certificate for the whole shares of
Common Stock credited to his Purchase Account; or
4
<PAGE>
(b) to direct that the Custodian sell the whole shares of
Common Stock credited to his Purchase Account, and that the proceeds,
less selling expenses, be remitted to him.
In either event, the terminated participant shall receive a cash
payment for any fractional interests in a share of Common Stock credited to his
Purchase Account. Such cash payment shall be based on the market value of the
Common Stock on the next date whole sharers are sold for Plan participants after
the terminated participant elects whether to obtain a certificate of or to
direct the sale of his whole shares. If the terminated participant fails to make
an election within 60 days following termination or otherwise becoming
ineligible, he shall be deemed to have elected to obtain certificates for his
whole shares. In the event a Participating Employee's participation is
terminated by death, delivery of any certificate and monies under this paragraph
shall be made to the employee's beneficiary as designated on a form prescribed
by the Committee. Any beneficiary so designated is bound by the terms of the
Plan. If no beneficiary has been designated, such delivery shall be made to the
legal representative of the deceased employee's estate.
An employee who has withdrawn from the Plan or whose participation in
the Plan has terminated may not recommence participation in the Plan during the
12-month period next following the effective date of such withdrawal or
termination.
13. Amendment of the Plan. The Board of Directors may, at
any time, or from time to time, amend the Plan in any respect.
14. Termination of the Plan. The Plan and all rights of
employees hereunder shall terminate:
(a) on the Purchase Date that Participating Employees become
entitled to purchase a number of shares of Common Stock greater than
the number of shares remaining unpurchased out of the total number of
shares which may be purchased under the Plan; or
(b) at any earlier date at the discretion of the Board of
Directors. In the event that the Plan terminates under circumstances
described in (a) above, the Common Stock remaining unpurchased as of
the termination date shall be allocated to Participating Employees for
purchase on a pro rata basis.
15. Effective Date of Plan. The Plan shall become
effective on March 1, 1985 or as soon thereafter as (a) a
Registration Statement under the Securities Act of 1933, as
amended, covering the shares to be issued under the Plan has
become effective, and (b) the shares issuable pursuant to the
5
<PAGE>
Plan have been listed, upon official notice of issuance, on the New York Stock
Exchange.
16. Government and Other Regulations. The Plan, and the rights to
purchase Common Stock hereunder, and the Company's obligation to sell and
deliver Common Stock upon the exercise of rights to purchase Common Stock, shall
be subject to all applicable federal, state and foreign laws, rules and
regulations, and to such approvals by any regulatory or government agency as
may, in the opinion of counsel for the Company, be required.
17. Indemnification of Committee. Service on the Committee
shall constitute service as a director of the Company so that
members of the Committee shall be entitled to indemnification and
reimbursement as directors of the Company pursuant to its
Articles of Incorporation and By-Laws.
6
Exhibit 99.2
APRIL 9, 1996 AMENDMENT TO THE
1984 CIRCUIT CITY STORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED AND RESTATED FEBRUARY 10, 1995
RESOLVED, that Section 1 of the 1984 Circuit City Stores, Inc. Employee Stock
Purchase Plan, as Amended and Restated February 10, 1995 (the "Plan"), be
amended to allow the purchase of an additional 1,000,000 shares under the Plan,
such amendment to be accomplished by deleting the first sentence of said Section
1 and replacing it with the following:
"The total number of shares of Common Stock may be purchased
under the Plan shall be 5,500,000 subject to adjustment as
provided in Section 11."
