Registration No. 33-22874
As filed with the Securities and Exchange Commission on May 28, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST- EFFECTIVE AMENDMENT NO. 2
TO
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. 1988 STOCK INCENTIVE PLAN
(Full title of the 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>
Explanatory Note
This Post-Effective Amendment No. 2 is filed with respect to
600,000 shares of Circuit City Stores, Inc. - Circuit City Group Common Stock,
par value $.50 per share (the "Circuit City Group Stock"), and 600,000
associated Circuit City Group Rights to Purchase Preferred Stock, Series E,
$20.00 par value (the "Circuit City Group Rights"), issuable pursuant to
incentive awards granted under the Company's 1988 Stock Incentive Plan, as
amended (the "Stock Incentive Plan").
The Registration Statement as originally filed related to the
registration of 600,000 shares of Common Stock of Circuit City Stores, Inc. and
600,000 associated Circuit City Stores, Inc. Rights to Purchase Preferred Stock,
Series E, $20.00 par value, issuable pursuant to incentive awards granted under
the Company's Stock Incentive Plan. On February 3, 1997, following approval by
the Company's shareholders, the Company's Amended and Restated Articles of
Incorporation were amended to effect, among other things, a redesignation of
each share of Common Stock as one share of Circuit City Group Stock. In
connection with the redesignation of the Common Stock, the Board of Directors
approved a redesignation of each Right to Purchase Preferred Stock, Series E,
$20.00 par value, as one Circuit City Group Right. Accordingly, the purpose of
this Post-Effective Amendment is to reflect the redesignation of the shares of
the Company's Common Stock previously registered hereunder as shares of Circuit
City Group Stock and the redesignation of the associated Rights to Purchase
Preferred Stock, Series E, $20.00 par value, as Circuit City Group Rights.
<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 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 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.
<PAGE>
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 as amended by
this Post-Effective Amendment No. 2:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 as amended (the "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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 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) Insofar as indemnification for liabilities arising under the Securities Act
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 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 the 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 Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia on
May 27, 1997.
CIRCUIT CITY STORES, INC.
By: /s/ Michael T. Chalifoux
----------------------------------
Michael T. Chalifoux
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on this 27th day of May, 1997.
<TABLE>
<CAPTION>
Signature: Title:
<S> <C>
* Richard L. Sharp Chief Executive Officer and
- - ---------------------------------------- Chairman of the Board
Richard L. Sharp
* Alan L. Wurtzel Vice Chairman of the Board
- - ---------------------------------------- and Director
Alan L. Wurtzel
/s/ Michael T. Chalifoux Senior Vice President, Chief
- - ---------------------------------------- Financial Officer, Secretary and Director
Michael T. Chalifoux
* 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
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document
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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.
- - ------------------
* Previously filed.
EXHIBIT 5
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
One James Center
Richmond, Virginia
May 22, 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 Post-Effective Amendment No. 2
to the Company's Registration Statement on Form S-8 (the "Registration
Statement") relating to shares of Circuit City Stores, Inc. Circuit City Group
Common Stock, par value $.50 per share (the "Circuit City Group Stock") and
Rights to Purchase Preferred Stock, Series E, $20.00 par value per share, of the
Company (the "Circuit City Group Rights") to be issued under the Company's 1988
Stock Incentive Plan, as amended (the "Plan").
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 (the "Original Rights"). Effective
February 3, 1997, the Original Rights have been redesignated as Circuit City
Group 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
Circuit City Group 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), which
became effective on February 4, 1997. Our opinions contained herein relating to
the Circuit City Group Rights are subject to all of the assumptions and
qualifications contained in the 1988 Opinion, as if such opinion related to the
Circuit City Group 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 of Circuit City Group Stock, 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 Circuit City Group 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.
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.
