FORM 8-A\A
Amendment No. 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0493875
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23230
(Address of Principal Zip Code
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
Common Stock, $.50
Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The following brief description of the capital stock of Circuit City
Stores, Inc. (the "Company") does not purport to be complete and is
subject in all respects to applicable Virginia law and to the provisions
of the Company's Amended and Restated Articles of Incorporation, its
Bylaws, and the Amended and Restated Rights Agreement dated March 5,
1996 between the Company and Norwest Bank Minnesota, N.A., copies of
which have been filed with the Commission and with the New York Stock
Exchange on which the Common Stock of the Company is listed and traded.
General
The Company's Articles of Incorporation authorize the issuance of
150,000,000 shares of Common Stock, par value $.50 per share, and
2,000,000 shares of Preferred Stock, par value $20.00 per share,
issuable from time to time in series.
The transfer agent for the Common Stock is Norwest Bank Minnesota,
N.A., South St. Paul, Minnesota.
Common Stock
The outstanding shares of Common Stock are fully paid and non-
assessable. Holders of Common Stock are entitled to receive dividends
if, when and as declared by the Board, out of funds legally available
therefor. Upon liquidation, dissolution or winding up of the Company,
holders of Common Stock are entitled to share ratably in assets
available for distribution after payment of a proper amount to the
holders of any series of Preferred Stock which may be issued in the
future.
Holders of shares of Common Stock are entitled to one vote per share
with respect to all matters submitted to a vote of the shareholders.
The Amended and Restated Articles of Incorporation and Bylaws contain no
restrictions on the repurchase or redemption of the Common Stock.
On April 29, 1988 the Board of Directors of the Company declared a
dividend distribution of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock ("Common Share"). The
distribution was payable on May 9, 1988 to the shareholders of record at
the close of business on that date.
The description and terms of the Rights are set forth in an Amended
and Restated Rights Agreement, dated as of March 5, 1996 (the "Rights
Agreement"), between the Company and Norwest Bank Minnesota, N.A. as
Rights Agent (the "Rights Agent"). Each Right
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will entitle the registered holder to purchase from the Company one
four-hundredth of a share of a Cumulative Participating Preferred Stock,
Series E, par value $20.00 per share, of the Company (the "Series E
Preferred Shares") at a price of $140.00 per one four-hundredth of a
share (the "Purchase Price"), subject to adjustment. A Common Share and
the Right issued or to be issued in respect thereof will not be
separately transferable until the "Distribution Date," which is the
earlier of (i) the tenth day after a public announcement that a Person
(which term as used herein means an individual or business entity, other
than the Company and certain related entities) or group of affiliated or
associated Persons has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding Common Shares
(thereby becoming an "Acquiring Person") or (ii) the tenth business day
after the date of the commencement of or first public announcement of
the intent of any Person to commence a tender or exchange offer the
consummation of which would result in such a Person becoming an
Acquiring Person. Every Common Share issued after May 9, 1988 but prior
to the Distribution Date will also have a Right issued in respect
thereof. As soon as practicable after the Company has notified the
Rights Agent of the occurrence of the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date. Common Shares issued after the
Distribution Date will be issued with Rights if such shares are issued
pursuant to the exercise of stock options, under an employee benefit
plan, or upon the conversion of securities, which options, plan or
securities were granted, established or issued before the Distribution
Date. Except as otherwise determined by the Board of Directors, no
other Common Shares issued after the Distribution Date will be issued
with Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on April 29, 1998, unless
earlier redeemed by the Company as described below.
The Purchase Price payable, and the number of Series E Preferred
Shares or other securities or property issuable, upon exercise of the
Rights, as well as the number of Rights outstanding, are subject to
adjustment from time to time to prevent dilution. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such
Purchase Price.
Each Series E Preferred Share will have a minimum preferential
quarterly dividend rate of $1.00 per share, but will be entitled to an
aggregate dividend of 100 times the dividend declared on the Common
Shares. The Series E Preferred Shares will be nonredeemable until April
29, 2048. If the Company thereafter elects to redeem any outstanding
Series E Preferred Shares, the redemption price per share shall be equal
to the
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greater of $14,000 or 100 times the value of a Common Share on the
redemption date, plus accrued and unpaid dividends thereon. In the
event of liquidation, each Series E Preferred Share shall entitle the
holder thereof to receive a preferential liquidation payment equal to
the greater of $14,000 or 100 times the value of a Common Share at that
time, plus any accrued and unpaid dividends thereon; provided that if
the assets are insufficient to pay in full the liquidation preferences
on all outstanding series of Preferred Shares, such assets will be
distributed ratably among all holders of outstanding Preferred Shares in
proportion to the full preferential amounts to which they are
respectively entitled. Except as otherwise required by law, the Series
E Preferred Shares will have no voting rights. Finally, in the event of
any merger, consolidation or other transaction in which Common Shares
are exchanged, each Series E Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights are
protected by antidilution provisions.
Each holder of a Right will have the right to receive, upon exercise
of a Right, Common Shares (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two times
the purchase price for the Rights then in effect, (a) if after the
Distribution Date, (i) the Company is the surviving or continuing
corporation in a merger or other combination with an Acquiring Person
and the Common Shares are not changed or exchanged, (ii) an Acquiring
Person consummates, with the Company or any subsidiary, any one of a
number of transactions listed in the Rights Agreement, examples of which
include acquiring stock or convertible securities except on a pro rata
basis with other shareholders, obtaining any assets except on an
arms-length basis, obtaining or disposing of any assets having a fair
market value of more than $2 million, or receiving certain financial
benefits such as loans, guarantees, tax benefits, except on a pro rata
basis with other shareholders or compensation, except as a full-time
employee at normal rates, or (iii) while there is an Acquiring Person,
an event occurs which results in such Acquiring Person's ownership
interest being increased by more than 1% (e.g., a reverse stock split),
or (b) if an Acquiring Person becomes beneficial owner of 15% or more of
the outstanding Common Shares except pursuant to a cash tender offer for
all outstanding shares which is determined to be fair by the Continuing
Directors (each of which events is popularly termed a flip-in event).
Notwithstanding any of the foregoing, following the occurrence of any of
the events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. The
Continuing Directors are the directors on the Distribution Date or are
directors elected or nominated by a majority of the Continuing Directors
in office on the date of such election or nomination.
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In the event that, at any time after it is announced that a Person
or group has become an Acquiring Person, (i) the Company is acquired in
a merger or other business combination transaction (other than a merger
described in the preceding paragraph), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of
a Right shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times
the purchase price for the Rights then in effect. The events set forth
in this paragraph and in the preceding paragraph are referred to as the
"Triggering Events."
No fractional Series E Preferred Shares will be issued (other than
fractions which are integral multiples of one four-hundredth of a share,
which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based
on the market price of the Series E Preferred Shares on the last trading
date prior to the date of exercise. If the Company is not able to issue
the Series E Preferred Shares or the Common Shares because of the
absence of necessary regulatory approval, restrictions contained in the
Amended and Restated Articles of Incorporation or for any other reason,
a person exercising the Rights will be entitled to receive a combination
of cash, property or other securities (except to the extent necessary
regulatory approval for the issuance of such other securities is not
obtained) having a value equal to the value of the Common Shares or
Series E Preferred Shares which would otherwise have been issued upon
exercise of the Rights.
At any time until ten days after the announcement that a Person or
group has become an Acquiring Person, the Company may redeem the Rights
in whole, but not in part, at a price of $.0025 per Right, payable, at
the option of the Company, in cash or Common Shares. Immediately upon
the action of the Board of Directors ordering redemption of the Rights,
the Rights will terminate and the only right of the holders of Rights
will be to receive the $.0025 per Right redemption price.
After a Person or group becomes an Acquiring Person and before the
Acquiring Person acquires 50% or more of the outstanding Common Shares,
the Company, with the approval of a majority of Continuing Directors,
may require a holder to exchange all or any portion of his Rights for
one Common Share or one four-hundredth of a Preferred Share (or a share
of a class or series of preferred stock of the Company having equivalent
rights) per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
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Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the
Distribution Date. After the Distribution Date, the provisions of the
Rights Agreement may be amended by the Board (in certain circumstances
only with the approval of a majority of Continuing Directors) in order
to cure any ambiguity, defect or inconsistency, to make changes which do
not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment
to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
Preferred Stock
The Board of Directors is authorized to designate series of Preferred
Stock from time to time and, with respect to each series of Preferred
Stock, the number of shares in such series, the dividend rates and dates
of payment, voluntary and involuntary liquidation preferences,
redemption, prices, whether or not dividends shall be cumulative, and if
cumulative, the date or dates from which the same shall be cumulative,
the sinking fund provisions, if any, for redemption or purchase of
shares, the rights, if any, and the terms and conditions on which shares
can be converted into or exchanged for and/or the rights to purchase,
shares of any other class or series, and the voting rights, if any, with
respect to such shares, subject to the limitation that no more than one
vote per share may be given. At the present time, only the Series E
Cumulative Participating Preferred Stock described above is designated,
there are no Preferred Shares outstanding, and, except for the Rights
Agreement with respect to the Series E Preferred Shares, there are no
agreements or understandings for the designation of series of Preferred
Shares or the issuance of shares thereunder. Previously, the Series D
Preferred Stock had been designated and provisions relating to it remain
in the Company's Amended and Restated Articles of Incorporation.
However, all outstanding shares of this series have been redeemed and,
in accordance with the Amended and Restated Articles of Incorporation,
are now deemed authorized and unissued shares of Preferred Stock without
serial designation. Further, the Board of Directors has decreased to
zero the number of shares designated as Series D Preferred Stock.
Preemptive Rights
Neither the holders of Common Stock nor of any series of Preferred
Stock hereafter authorized will be entitled to any preemptive or other
subscription rights.
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Classified Board
The directors of the Company are divided into three approximately
equal classes, with one class elected each year for a term of three
years. Cumulative voting is not permitted. The Amended and Restated
Articles of Incorporation provide that the number of members of the
Board may not exceed seventeen. These provisions may have the effect of
delaying, deferring or preventing a change in control of the Company.
Special Voting Provisions
As amended by the Board of Directors of the Company on December 10,
1989, the Amended and Restated Articles of Incorporation contain a new
provision which reduces the shareholder vote required for amending the
articles of incorporation in certain circumstances from the two-thirds
vote generally applicable to a simple majority vote. The majority vote
will be applicable except when the effect of the amendment is (a) to
reduce the shareholder vote required to approve a merger, a statutory
share exchange, a sale of all or substantially all of the assets of the
Company or the dissolution of the Company, (b) to modify any provision
of the Amended and Restated Articles of Incorporation relating to the
Board of Directors, or (c) to delete all or any part of the new
provision.
Item 2. Exhibits
The following additional exhibit is filed with the copy of this Form 8
filed with the New York Stock Exchange:
Exhibit (9) Amended and Restated Rights Agreement dated as of March
5, 1996 between Circuit City Stores, Inc. and
Norwest Bank Minnesota, N.A., including: Exhibit B
-- Form of Rights Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CIRCUIT CITY STORES, INC.
Dated: March 13, 1996 By: s/Michael T. Chalifoux
Michael T. Chalifoux
Senior Vice President and
Chief Financial Officer
