Registration No. ___________
As filed with the Securities and Exchange Commission on January 24, 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)
__________
CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN,
AS AMENDED
(Formerly Circuit City Stores, Inc. 1994 Stock Incentive 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>
<TABLE>
<S> <C>
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Amount of
be Registered Registered (2) Price Per Share (1) Offering Price(1) Registration Fee
Common 3,000,000 $33.8125(1) $101,437,500(1) $30,738.64
Stock, par value $.50,
with attached Rights to
Purchase Preferred
Stock, Series E., par
value $20.00 (2)
</TABLE>
(1) Estimated solely for the 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 January 17, 1997.
(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.
The Securities covered by this Registration Statement will be issued to
employees of the Registrant from time to time pursuant to incentive awards
granted or to be granted under the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended.
<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 Company's Annual Report on Form 10-K for the fiscal year ended February
29, 1996;
(b) all other reports filed with the Commission pursuant to Section 13(a) or
15(d) since February 29, 1996, including the 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 (File
No. 1-5767); 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 (File
No. 1-5767).
All documents 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 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 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 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 form 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 (1)(i) and (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 January 21,
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 21st day of January, 1997.
Signature: Title:
*Richard L. Sharp President, 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
*Walter J. Salmon Director
Walter J. Salmon
*Mikael Salovaara Director
Mikael Salovaara
*John W. Snow 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 Registrant's Amended and Restated Articles of Incorporation,
effective July 10, 1996, filed as Exhibit 3(i) 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 reference.
4.2 Registrant's Bylaws, as Amended and Restated June 18, 1996, filed
as Exhibit 3(ii) to Registrant'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 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.
99.1 Registrant's 1994 Stock Incentive Plan filed as Exhibit 99 to the
Registrant's Registration Statement on Form S-8 (Registration No.
033-5667) filed on December 1, 1994, is expressly incorporated
herein by this reference.
99.2 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.
99.3 Amendment adopted April 9, 1996, to Registrant's 1994 Stock
Incentive Plan filed as Exhibit 10(i) to the Registrant'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.
EXHIBIT 5
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
One James Center
Richmond, Virginia
January 21, 1997
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 1994 Circuit City Stores, Inc. Stock Incentive Plan, as amended
(the "Plan"). The Registration Statement covers (i) 3,000,000 shares of Common
Stock, par value $.50, of the Company (the "Common Stock") which have been
reserved for issuance under the Plan and (ii) 3,000,000 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 3,000,000 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 3,000,000 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
033-65757 on Form S-8 relating to the Plan, which registration statement became
effective December 25, 1995. We 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,
/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 incorporated
by reference in the February 29, 1996 annual report on Form 10-K of Circuit City
Stores, Inc., which annual 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 3, 1996, relating to the financial
statement schedules of Circuit City Stores, Inc., which report is included in
such annual report on Form 10-K, which annual report is incorporated by
reference in this Registration Statement.
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
Richmond, Virginia
January 21, 1997
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Michael T. Chalifoux, his
attorney-in-fact, with full power to act without the other, to execute on his or
her behalf, individually and in his or her 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) 3,000,000 shares of Common
Stock of the Company and (ii) an equal number of rights to purchase preferred
shares, Series E ("Rights") to be issued pursuant to the Circuit City Stores,
Inc. 1994 Stock Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23rd day of August, 1996.
/s/ Richard L. Sharp
Richard L. Sharp
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his or her attorneys-in-fact, with
full power to act without the other, to execute on his or her behalf,
individually and in his or her 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) 3,000,000 shares of Common Stock of the
Company and (ii) an equal number of rights to purchase preferred shares, Series
E ("Rights") to be issued pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23 day of August, 1996.
/s/ Alan L. Wurtzel
Alan L. Wurtzel
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp, his
attorney-in-fact, with full power to act without the other, to execute on his or
her behalf, individually and in his or her 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) 3,000,000 shares of Common
Stock of the Company and (ii) an equal number of rights to purchase preferred
shares, Series E ("Rights") to be issued pursuant to the Circuit City Stores,
Inc. 1994 Stock Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23 day of August, 1996.
/s/ Michael T. Chalifoux
Michael T. Chalifoux
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his or her attorneys-in-fact, with
full power to act without the other, to execute on his or her behalf,
individually and in his or her 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) 3,000,000 shares of Common Stock of the
Company and (ii) an equal number of rights to purchase preferred shares, Series
E ("Rights") to be issued pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23 day of August, 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 or her attorneys-in-fact, with
full power to act without the other, to execute on his or her behalf,
individually and in his or her 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) 3,000,000 shares of Common Stock of the
Company and (ii) an equal number of rights to purchase preferred shares, Series
E ("Rights") to be issued pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23rd day of August, 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 or her attorneys-in-fact, with
full power to act without the other, to execute on his or her behalf,
individually and in his or her 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) 3,000,000 shares of Common Stock of the
Company and (ii) an equal number of rights to purchase preferred shares, Series
E ("Rights") to be issued pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23rd day of August, 1996.
/s/ Theodore D. Nierenberg
Theodore D. Nierenberg
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his or her attorneys-in-fact, with
full power to act without the other, to execute on his or her behalf,
individually and in his or her 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) 3,000,000 shares of Common Stock of the
Company and (ii) an equal number of rights to purchase preferred shares, Series
E ("Rights") to be issued pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23 day of August, 1996.
/s/ Hugh G. Robinson
Hugh G. Robinson
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his or her attorneys-in-fact, with
full power to act without the other, to execute on his or her behalf,
individually and in his or her 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) 3,000,000 shares of Common Stock of the
Company and (ii) an equal number of rights to purchase preferred shares, Series
E ("Rights") to be issued pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23rd day of August, 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 or her attorneys-in-fact, with
full power to act without the other, to execute on his or her behalf,
individually and in his or her 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) 3,000,000 shares of Common Stock of the
Company and (ii) an equal number of rights to purchase preferred shares, Series
E ("Rights") to be issued pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23rd day of August, 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 or her attorneys-in-fact, with
full power to act without the other, to execute on his or her behalf,
individually and in his or her 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) 3,000,000 shares of Common Stock of the
Company and (ii) an equal number of rights to purchase preferred shares, Series
E ("Rights") to be issued pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23rd day of August, 1996.
/s/ John W. Snow
John W. Snow
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp and
Michael T. Chalifoux, each acting singly, his or her attorneys-in-fact, with
full power to act without the other, to execute on his or her behalf,
individually and in his or her 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) 3,000,000 shares of Common Stock of the
Company and (ii) an equal number of rights to purchase preferred shares, Series
E ("Rights") to be issued pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan, as amended (the "1994 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 or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 23rd day of August, 1996.
/s/ Edward Villaneuva
Edward Villaneuva
