AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
VIRGINIA 54-0493875
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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9950 MAYLAND DRIVE
RICHMOND, VIRGINIA 23233
(804) 527-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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RICHARD L. SHARP, PRESIDENT,
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
CIRCUIT CITY STORES, INC.
9950 MAYLAND DRIVE
RICHMOND, VIRGINIA 23233
(804) 527-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
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ROBERT L. BURRUS, JR., ESQ. RAYMOND W. WAGNER, ESQ.
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P. SIMPSON THACHER & BARTLETT
ONE JAMES CENTER 425 LEXINGTON AVENUE
RICHMOND, VIRGINIA 23219 NEW YORK, NEW YORK 10017
(804) 775-1000 (212) 455-2000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-15995
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
[CAPTION]
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MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2)
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Circuit City Stores, Inc. --
CarMax Group Common Stock, par value
$.50 per share........................ 3,450,000 $20 $69,000,000
Rights to Purchase Preferred Stock,
Series F, par value $20.00 per share
(3)................................... N/A N/A N/A
Circuit City Stores, Inc. --
Circuit City Group Common Stock, par
value $.50 per share(4)(5)............ N/A N/A N/A
Rights to Purchase Preferred Stock,
Series E, par value $20.00 per share
(3)................................... N/A N/A N/A
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TITLE OF SECURITIES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
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Circuit City Stores, Inc. --
CarMax Group Common Stock, par value
$.50 per share........................ 20,910
Rights to Purchase Preferred Stock,
Series F, par value $20.00 per share
(3)................................... N/A
Circuit City Stores, Inc. --
Circuit City Group Common Stock, par
value $.50 per share(4)(5)............ N/A
Rights to Purchase Preferred Stock,
Series E, par value $20.00 per share
(3)................................... N/A
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(1) Includes 3,450,000 shares of CarMax Group Common Stock that may be sold
pursuant to the U.S. Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(3) Prior to the occurrence of certain events, the Rights will not be evidenced
or traded separately from the related Group Common Stock. Value, if any, of
the Rights is reflected in the market price of the Group Common Stock to
which they relate. Accordingly, no separate fee is paid.
(4) Registered solely because the shares of CarMax Group Common Stock registered
under this Registration Statement may be converted, at the option of the
Registrant, into shares of Circuit City Group Common Stock in accordance
with the terms of the CarMax Group Common Stock.
(5) No additional consideration would be paid by the holders of CarMax Group
Common Stock upon a conversion of the CarMax Group Common Stock into Circuit
City Group Common Stock. Accordingly, no separate fee is paid.
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This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended ("Rule 462(b)"), and includes the
registration statement facing page, this page, the signature page, an exhibit
index, legal opinion and related consent and an accountant's consent. Pursuant
to Rule 462(b), the contents of the registration statement on Form S-3 (File No.
333-15995) of Circuit City Stores, Inc., including the exhibits thereto and each
of the documents incorporated by reference therein, are incorporated by
reference into this registration statement.
<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-3 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 February 4,
1997.
CIRCUIT CITY STORES, INC.
By: /s/ MICHAEL T. CHALIFOUX
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MICHAEL T. CHALIFOUX
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
respective capacities and on the dates indicated opposite their names.
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SIGNATURE TITLE DATE
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/s/ RICHARD L. SHARP* President, Chief Executive Officer and February 4, 1997
- ------------------------------------------------------ Chairman of the Board (Principal
RICHARD L. SHARP Executive Officer)
/s/ ALAN L. WURTZEL* Vice Chairman of the Board and Director February 4, 1997
- ------------------------------------------------------
ALAN L. WURTZEL
/s/ MICHAEL T. CHALIFOUX Senior Vice President, Chief Financial February 4, 1997
- ------------------------------------------------------ Officer, Secretary and Director
MICHAEL T. CHALIFOUX (Principal Financial Officer)
/s/ RICHARD N. COOPER* Director February 4, 1997
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RICHARD N. COOPER
/s/ BARBARA S. FEIGIN* Director February 4, 1997
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BARBARA S. FEIGIN
/s/ THEODORE D. NIERENBERG* Director February 4, 1997
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THEODORE D. NIERENBERG
/s/ HUGH G. ROBINSON* Director February 4, 1997
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HUGH G. ROBINSON
/s/ WALTER J. SALMON* Director February 4, 1997
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WALTER J. SALMON
/s/ MIKAEL SALOVAARA* Director February 4, 1997
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MIKAEL SALOVAARA
/s/ JOHN W. SNOW* Director February 4, 1997
- ------------------------------------------------------
JOHN W. SNOW
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II-1
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SIGNATURE TITLE DATE
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/s/ EDWARD VILLANUEVA* Director February 4, 1997
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EDWARD VILLANUEVA
/s/ PHILIP J. DUNN* Principal Accounting Officer February 4, 1997
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PHILIP J. DUNN
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*By: /s/ MICHAEL T. CHALIFOUX
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MICHAEL T. CHALIFOUX
ATTORNEY-IN-FACT
II-2
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INDEX TO EXHIBITS
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EXHIBITS
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5.1 Opinion of McGuire, Woods, Battle & Boothe, L.L.P., counsel to the Company, regarding the legality of the
securities being registered.
23.1 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (incorporated in Exhibit 5.1).
23.2 Consent of KPMG, Peat Marwick LLP.
24 Powers of Attorney (Filed as Exhibit 24 to the Registration Statement on Form S-3 of the Company (File No.
333-15995) and incorporated herein by reference).
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II-3
Exhibit 5.1
February 3, 1997
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
Circuit City Stores, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as your counsel in connection with the Registration
Statement on Form S- 3 (the "Registration Statement") being filed today with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "1933 Act"), pursuant to Rule 462(b) of the 1933 Act and relating to the
offer and sale of (i) up to 3,450,000 shares of Circuit City Stores, Inc. --
CarMax Group Common Stock, par value $.50 per share (the "CarMax Stock"), of
Circuit City Stores, Inc. (the "Company") and (ii) an equal number of Circuit
City Stores, Inc. -- CarMax Group Rights to purchase shares of the Company's
Series F Preferred Stock (the "CarMax Rights") to be issued pursuant to the
Restated Rights Agreement and initially attached to the CarMax Stock. The
Registration Statement also registers the following securities which are or may
be issuable upon conversion of the CarMax Stock by the Company: (x) shares of
Circuit City Stores, Inc. -- Circuit City Group Common Stock, par value $.50 per
share (the "Circuit City Stock"), of the Company and (y) an equal number of
Circuit City Stores, Inc. -- Circuit City Group Rights to purchase shares of the
Company's Series E Preferred Stock (the "Circuit City Rights") which may be
issuable pursuant to the Restated Rights Agreement and initially attached to the
Circuit City Stock. Defined terms not otherwise defined herein have the meaning
ascribed to them in the Registration Statement.
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 Original Rights, each of which is to be redesignated as a
Circuit City Right as described in the Registration Statement. The 1988 Opinion
is filed as part of our opinion at Exhibit 5 to the Company's Registration
Statement No. 33-64757 on Form S-8, which registration statement became
effective 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
Circuit City Rights and the CarMax Rights, a copy of which is attached to our
opinion dated January 14, 1997 addressed to the Company and filed as Exhibit 5.1
to the Registration Statement. Our opinions contained herein relating to the
CarMax Rights and the Circuit City Rights are subject to all of the assumptions
and qualifications contained in the 1988 Opinion, as if such opinion related to
the Circuit City Rights, and the 1997 Opinion.
<PAGE>
Circuit City Stores, Inc.
February 3, 1997
Page 2
We have participated in the preparation of the Registration Statement
and have examined the corporate records and documents, statements and
certificates of officers of the Company and such other materials as we have
deemed necessary to the issuance of this opinion. We assume for purposes of this
opinion that, prior to the issuance of any of the securities to be registered
under the Registration Statement, Articles of Amendment setting forth both the
CarMax Stock Proposal Amendments and the amendments to the Company's Amended and
Restated Articles of Incorporation in the form included as exhibits to the
Restated Rights Agreement are filed with, and declared effective by, the
Virginia State Corporation Commission. We also assume for purposes of our
opinions in paragraphs 3 and 4 below, that (a) prior to the issuance of the
Circuit City Stock and the Circuit City Rights upon a conversion of the CarMax
Stock, the Company takes all actions necessary to authorize such conversion (and
the issuance of the Circuit City Stock in connection therewith) in accordance
with the terms of the Amended Articles and (b) at the time of such conversion,
the Company has a sufficient number of authorized but unissued shares of Circuit
City Stock and, if Circuit City Rights are issuable in connection therewith,
Series E Preferred Stock to effect such conversion. Based on the foregoing, we
are of the opinion that:
1. The CarMax Stock has been duly authorized, and, when issued and paid
for as described in the Registration Statement, 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 pursuant to the
Restated Rights Agreement, to be validly issued.
3. The Circuit City Stock has been duly authorized, and, when issued
upon conversion of the CarMax Stock in accordance with the Amended Articles,
will be validly issued, fully paid and nonassessable.
4. All corporate actions required under the laws of the Commonwealth of
Virginia have been taken for the Circuit City Rights, if and when issued
pursuant to the Restated Rights Agreement upon conversion of the CarMax Stock in
accordance with the Amended Articles, to be validly issued.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statement made in reference to our firm under
the caption "Legal Matters" in the related Prospectus and in any amendment or
supplement to the Prospectus. We do not admit by giving this consent that we are
in the category of persons whose consent is required under Section 7 of the 1993
Act, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Circuit City Stores, Inc.:
We consent to the incorporation by reference in this registration
statement on Form S-3 filed pursuant to Rule 462(b) of our reports dated April
3, 1996 relating to the consolidated financial statements of Circuit City
Stores, Inc. and the subsidiaries as of February 29, 1996 and February 28, 1995
and for each of the fiscal years in the three year period ended February 29,
1996 and the related financial statement schedule, our report dated October 25,
1996 relating to the financial statements of the Circuit City Group as of
February 29, 1996 and February 28, 1995 and for each of the fiscal years in the
three year period ended February 29, 1996, and our report dated October 25, 1996
relating to the financial statements of the CarMax Group as of February 29, 1996
and February 28, 1995 and for each of the fiscal years in the three year period
ended February 29, 1996, which reports are included or incorporated by reference
in the registration statement of Circuit City Stores, Inc. on Form S-3 (File No.
333-15995). We also consent to the incorporation by reference in this
registration statement on Form S-3 filed pursuant to Rule 462(b) of the
references to our firm under the headings "CarMax Group Selected Historical
Financial Data," "Company Selected Historical Financial Data" and "Experts"
included in the registration statement of Circuit City Stores, Inc. on Form S-3
(File No. 333-15995).
/S/ KPMG PEAT MARWICK LLP
Richmond, Virginia
February 3, 1997
