Registration No. 333-
As filed with the Securities and Exchange Commission on April 18, 1997
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)
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CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN
(Full title of plan)
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Richard L. Sharp, 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)
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C>
Title of Proposed Average Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Amount of
be Registered Registered Price Per Share Offering Price Registration Fee
Circuit City Stores, 5,700,000 $2.85(1) $16,271,462(1) $4,930.75
Inc.--CarMax Group
Common Stock,
par value $.50, with
attached Rights to
Purchase Preferred
Stock, Series F, par
value $20.00 (2)
Options to Purchase
Circuit City Stores, Inc.
--CarMax Group Common
Stock, par value $.50 4,762,384 $ N/A $ N/A $ 0
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Based on the exercise prices of the Options being registered hereby
with respect to 4,762,384 shares of the Common Stock and on the average
of the high and low prices of the Common Stock on the New York Stock
Exchange on April 16, 1997 with respect to the remaining shares of the
Common Stock.
(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 price of the shares of Common Stock.
(3) The Options represent the right to purchase 4,762,384 shares of the
Common Stock registered hereby for which a fee has been paid. No
additional filing fee is required under Rule 457(h)(1).
The Common Stock and Rights to Purchase Preferred Stock covered by this
Registration Statement will be offered to employees of the Registrant pursuant
to incentive awards granted under the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "Plan"). The Options covered by this
Registration Statement will be offered under the Plan to certain employees of
the Registrant in exchange for options to purchase shares of common stock of
CarMax The Auto Superstores, Inc., a subsidiary of the Registrant.
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 Company's Prospectus filed with the Commission on February
5, 1997 pursuant to Rule 424(b) relating to the Company's
Registration Statements on Form S-3 (Registration Nos.
333-15995 and 333-21039);
(b) all other reports filed with the Commission pursuant to
Section 13(a) or 15(d) since February 29, 1996, including the
Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended May 31, 1996, August 31, 1996, and November 30,
1996 and the Company's Current Reports on Form 8-K filed with
the Commission on March 8, 1996 and November 1, 1996;
(c) the Company's Proxy Statement filed with the Commission on
December 24, 1996, but only as to Annexes V, VI and VII;
(d) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission
on January 2, 1997, as amended on Form 8-A/A filed with the
Commission on January 31, 1997 (File No. 1-5767) and all
amendments and reports filed for the purpose of updating such
description; and
(e) the description of the Rights to Purchase Preferred Stock,
Series E and the Rights to Purchase Preferred Stock, Series F
contained in the Registration Statement on Form 8-A filed with
the Commission on January 2, 1997, as amended on Form 8-A/A
filed with the Commission on January 31, 1997 (File No.
1-5767) and all amendments and reports filed for the purpose
of updating such description.
All documents subsequently filed by the Company, pursuant to Section
13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange 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 Registration Statement and to be a part hereof from the
respective dates of filing of such documents.
Item 4. Description of Securities.
For the location of a description of the Circuit City Stores,
Inc.--CarMax Group Common Stock ("CarMax Group Stock"), see Item 3(d) above.
The options registered hereby (the "Options") represent the right to
purchase an aggregate of 4,762,384 shares of CarMax Group Stock. The Options are
being offered under the Plan to certain employees of the Company in exchange for
existing stock options covering shares of CarMax The Auto Superstores, Inc., a
subsidiary of the Company (the "Subsidiary Options"). The Options are
nonstatutory stock options. A total of 5,700,000 shares of CarMax Group Stock
have been reserved for issuance pursuant to incentive awards, including the
Options, granted under the Plan.
The number of shares covered by the Options issuable to an eligible
employee is equal to 80% of the number of shares covered by the Subsidiary
Options surrendered in exchange. The exercise price of such Options is equal to
125% of the exercise price of the Subsidiary Options surrendered in exchange.
The number of shares covered by the Options and the exercise price thereof are
subject to adjustment in the event of a stock dividend, stock split, subdivision
or consolidation of shares or other similar change in capitalization, or if the
par value of the CarMax Group Stock is changed or if the Company is a party to a
consolidation or merger in which the Company is not the surviving corporation, a
transaction that results in the acquisition of substantially all of the
Company's outstanding stock by a single person or entity or a sale or transfer
of substantially all of the Company's assets.
The Options will vest and become exercisable in one-third increments on
each of the third, fourth and fifth anniversaries of the date of grant of the
Subsidiary Options surrendered in exchange. The Options terminate immediately
upon termination of the optionholder's employment on a full-time basis except
that in the case of the optionholder's death or termination of employment on
account of a disability, the Options may be exercised for up to one year
thereafter as to any or all of the shares which could have been purchased under
the Options at the date of death or termination, as the case may be. If the
optionholder ceases to be an employee of the CarMax Group but becomes or
continues as an employee of the Circuit City Group, the number of shares subject
to the Options will be adjusted by multiplying the original number by the
product of 20% and the number of full years (not to exceed five) from the date
of grant of the Subsidiary Options that the optionholder was employed by the
CarMax Group. The expiration date of the Options is the same as the expiration
date of the Subsidiary Options surrendered in exchange.
The Options are not transferable other than by will or the laws of
descent and distribution and are exercisable during the optionholder's lifetime
only by the optionholder.
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 Amended and
Restated 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 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 the Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events 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 paragraph (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 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 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) 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
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 the registration statement) shall be deemed to be a new
registration statement relating to the securities offered therein, and the
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 Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
<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 18,
1997.
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 on this the 18th day of April, 1997.
Signature: Title:
*Richard L. Sharp Chief Executive
Richard L. Sharp Officer and Chairman of the
Board
*Alan L. Wurtzel Vice Chairman of the Board
Alan L. Wurtzel and Director
/s/ Michael T. Chalifoux Senior Vice President, Chief
Michael T. Chalifoux Financial Officer, Secretary
and Director
*Richard N. Cooper Director
Richard N. Cooper
*Barbara S. Feigin Director
Barbara S. Feigin
*Theodore D. Nierenberg Director
Theodore D. Nierenberg
*Hugh G. Robinson Director
Hugh G. Robinson
Director
Walter J. Salmon
*Mikael Salovaara Director
Mikael Salovaara
Director
John W. Snow
*Edward Villanueva Director
Edward Villanueva
/s/ Philip J. Dunn Principal Accounting Officer
Philip J. Dunn
*By: /s/ Michael T. Chalifoux
Michael T. Chalifoux
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Document
Number
4.1 Company's Amended and Restated Articles of
Incorporation, effective February 3, 1997,
filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8
(Registration No. 333-22759) filed on March
4, 1997, are expressly incorporated herein
by this reference.
4.2 Company's Bylaws, as Amended and Restated
June 18, 1996, filed as Exhibit 3(ii) to the
Company's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1996 (File No.
1-5767) are expressly incorporated herein by
this reference.
4.3 Company's Amended and Restated Rights
Agreement dated February 3, 1997, between
the Company and Norwest Bank Minnesota,
N.A., as Rights Agent, filed as Exhibit 4.3
to the Company's Registration Statement on
Form S-8 (Registration No. 333-22759) filed
on March 4, 1997, is expressly incorporated
herein by this reference.
5 Opinion and Consent of McGuire, Woods,
Battle & Boothe, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of McGuire, Woods, Battle & Boothe,
L.L.P. (included in Exhibit 5).
24 Powers of Attorney, filed as Exhibit 24 to
the Company's Registration Statement on Form
S-8 (Registration No. 333-22759) filed on
March 4, 1997, are expressly incorporated
herein by this reference.
99.1 Company's 1994 Stock Incentive Plan, filed
as Exhibit 99 to the Company's Registration
Statement on Form S-8 (Registration No.
033-56697) filed on December 1, 1994, is
expressly incorporated herein by this
reference.
99.2 Amendment adopted February 10, 1995, to the
Company's 1994 Stock Incentive Plan filed as
Exhibit 10(f) to the Company'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.
99.3 Amendment adopted April 9, 1996, to the
Company's 1994 Stock Incentive Plan filed as
Exhibit 10(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended
May 31, 1996 (File No. 1-5767) is expressly
incorporated herein by this reference.
99.4 Amendment adopted January 24, 1997, to the
Company's 1994 Stock Incentive Plan filed as
Annex III to the Company's Proxy Statement
filed with the Commission on December 24,
1996 is expressly incorporated herein by
this reference.
EXHIBIT 5
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
One James Center
Richmond, Virginia
April 11, 1997
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233-1464
Ladies and Gentlemen:
We understand that Circuit City Stores, Inc. (the "Company") intends to
file with the Securities and Exchange Commission a registration statement on
Form S-8 (the "Registration Statement") relating to the Company's 1994 Stock
Incentive Plan, as amended (the "Plan"). The Registration Statement covers (i)
5,700,000 shares (the "Shares") of Circuit City Stores, Inc.--CarMax Group
Common Stock, par value $.50 (the "CarMax Group Stock"), which have been
reserved for issuance under the Plan, (ii) Rights to Purchase Preferred Stock,
Series F, $20.00 par value, of the Company (the "CarMax Rights"), attached in
equal number to the shares of Common Stock which may be issued under the Plan,
and (iii) options to purchase shares of CarMax Group Stock (the "Options") to be
offered to employees of the Company in exchange for options to purchase shares
of a subsidiary of the Company (the "Exchange Offer").
We have previously issued our opinion dated June 16, 1988 (the "1988
Opinion") and addressed to the Board of Directors of the Company (the "Board")
relating to the rights to purchase the Company's Cumulative Participating
Preferred Stock, Series E, par value $20.00 ("Original Rights"). Effective
February 3, 1997, the Original Rights have been redesignated as Circuit City
Stores, Inc.--Circuit City Group Rights ("Circuit City Rights"). The 1988
Opinion is filed as Exhibit 5 to the Company's Registration Statement on Form
S-8 (Registration No. 033-64757), which became effective on December 5, 1995. In
addition, we have issued our opinion dated January 14, 1997 (the "1997 Opinion")
and addressed to the Board relating to the CarMax Rights and the Circuit City
Rights, a copy of which is filed as Exhibit 5.1 to the Company's Registration
Statement on Form S-3 (Registration No. 333-15995). Our opinions contained
herein relating to the CarMax Rights are subject to all of the assumptions and
qualifications contained in the 1988 Opinion, as if such opinion related to the
CarMax Rights, and the 1997 Opinion.
In rendering this opinion, we have examined such certificates of public
officials, certificates of officers of the Company, documents and records of the
Company (or copies of such documents and records certified to our satisfaction)
and such other documents, certificates, records and papers as we have deemed
necessary as a basis for such opinion.
Based on the foregoing and on such legal considerations that we deem
relevant, we are of the opinion that:
1. The Shares, when issued and sold in accordance with the terms and
provisions of the Plan, will be validly issued, fully paid and nonassessable.
2. All corporate actions required under the laws of the Commonwealth of
Virginia have been taken for the CarMax Rights, when issued in accordance with
the terms and provisions of the Amended and Restated Rights Agreement dated
February 3, 1997 between the Company and Norwest Bank Minnesota, N.A., as Rights
Agent, to be validly issued.
3. The Options, when issued in accordance with the terms and provisions
of the Plan and the Exchange Offer, will be duly authorized and validly issued.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ 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 3, 1996, relating to the
consolidated balance sheets of Circuit City Stores, Inc. and subsidiaries as of
February 29, 1996 and February 28, 1995 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 29, 1996, which report is included in
the Prospectus of Circuit City Stores, Inc. filed with the Commission on
February 5, 1997 pursuant to Rule 424(b) relating to the Registration Statement
on Form S-3 (Registration No. 333-15995) of Circuit City Stores, Inc., which
Prospectus 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 3, 1996, relating to the financial statement schedule of Circuit City
Stores, Inc., which report is incorporated by reference in such Prospectus.
We also consent to the use 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, which
report is included in Annex VI of the Proxy Statement of Circuit City Stores,
Inc. filed with the Commission on December 24, 1996. Annex VI of the Proxy
Statement 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 October 25, 1996, relating to the
balance sheets of the 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 report is included in Annex VII of the Proxy Statement of Circuit
City Stores, Inc. filed with the Commission on December 24, 1996. Annex VII of
the Proxy Statement is incorporated by reference in this Registration Statement
on Form S-8 of Circuit City Stores, Inc.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Richmond, Virginia
April 14, 1997
