Registration No. 333-
As filed with the Securities and Exchange Commission on May 28, 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. 1997 EMPLOYEE STOCK PURCHASE PLAN
FOR CARMAX GROUP EMPLOYEES
CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN
CIRCUIT CITY STORES, INC. AMENDED AND RESTATED 1989
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
CIRCUIT CITY STORES, INC. 1988 STOCK INCENTIVE PLAN
CIRCUIT CITY STORES, INC. 1984 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of plans)
----------
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)
------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C>
Proposed Proposed
Maximum Maximum
Offering Aggregate
Amount to be Price Per Offering Amount of
Title of Securities to be Registered Registered Share Price Registration Fee
- ------------------------------------ ---------- ----- ----- ----------------
Circuit City Stores, Inc. -- (5) N/A N/A $ 0
Circuit City Group Common Stock, par value $.50
per share (1), with attached Rights to Purchase
Preferred Stock, Series E, par
value $20.00 per share (2)
Circuit City Stores, Inc. -- (5) N/A N/A $ 0
CarMax Group Common Stock,
par value $.50 per share (3), with attached
Rights to Purchase Preferred Stock, Series F,
par value $20.00 per share (4)
</TABLE>
(1) Registered solely because the shares of Circuit City Stores,
Inc.--CarMax Group Common Stock ("CarMax Group Stock") previously
registered for issuance under the 1997 Employee Stock Purchase Plan for
CarMax Group Employees, 1994 Stock Incentive Plan, 1989 Non-Employee
Directors Stock Option Plan, 1988 Stock Incentive Plan and 1984
Employee Stock Purchase Plan (collectively, the "Plans") may be
converted, at the option of the Registrant, into shares of Circuit City
Stores, Inc.--Circuit City Group Common Stock ("Circuit City Group
Stock") in accordance with the terms of the CarMax Group Stock. No
additional consideration would be paid by the holders of CarMax Group
Stock upon a conversion of the CarMax Group Stock into Circuit City
Group Stock. Accordingly, no separate fee is paid.
(2) Prior to the occurrence of certain events, the Rights will not be
evidenced or traded separately from the Circuit City Group Stock.
Value, if any, of the Rights is reflected in the market price of the
Circuit City Group Stock. Accordingly, no separate fee is paid.
(3) Registered solely because the shares of Circuit City Group Stock
previously registered for issuance under the Plans may be converted, at
the option of the Registrant, into shares of CarMax Group Stock in
accordance with the terms of the Circuit City Group Stock. No
additional consideration would be paid by the holders of Circuit City
Group Stock upon a conversion of the Circuit City Group Stock into
CarMax Group Common Stock. Accordingly, no separate fee is paid.
(4) Prior to the occurrence of certain events, the Rights will not be
evidenced or traded separately from the CarMax Group Stock. Value, if
any, of the Rights is reflected in the market price of the CarMax Group
Stock. Accordingly, no separate fee is paid.
(5) This Registration Statement registers an indeterminate number of shares
of Circuit City Group Stock and CarMax Group Stock (including, in each
case, the associated Rights) issuable upon any conversion of the shares
of CarMax Group Stock and Circuit City Group Stock, respectively, that
have previously been registered for issuance under the Plans.
<PAGE>
Pursuant to the terms of the Company's Common Stock, the Company may,
at its option, convert each share of Circuit City Stores, Inc.--Circuit City
Group Common Stock ("Circuit City Group Stock") or Circuit City Stores,
Inc.--CarMax Group Common Stock ("CarMax Group Stock") into a number of shares
of CarMax Group Stock or Circuit City Group Stock, respectively, based on the
ratio of the time-weighted average market values of a share of each series. This
Registration Statement covers an indeterminate number of shares of Circuit City
Group Stock and CarMax Group Stock issuable upon any such conversion of the
shares of CarMax Stock and Circuit City Stock, respectively, that have been
previously registered for issuance under the Company's 1997 Employee Stock
Purchase Plan for CarMax Group Employees, 1994 Stock Incentive Plan, Amended and
Restated 1989 Non-Employee Directors Stock Option Plan, 1988 Stock Incentive
Plan and 1984 Employee Stock Purchase Plan.
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 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 May 27, 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 27th day of May, 1997.
Signature: Title:
* Richard L. Sharp Chief Executive Officer
Richard L. Sharp 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
EXHIBIT INDEX
Exhibit
Number Document
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.
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 a registration statement on
Form S-8 (the "Registration Statement") relating to the Company's 1997 Employee
Stock Purchase Plan for CarMax Group Employees, 1994 Stock Incentive Plan, 1988
Stock Incentive Plan, Amended and Restated 1989 Non-Employee Directors Stock
Option Plan and 1984 Employee Stock Purchase Plan (collectively, the "Plans").
The Registration Statement covers the following securities which are or may be
issuable upon conversion by the Company of securities previously registered for
issuance under the Plans: (i) an indeterminate number of shares of Circuit City
Stores, Inc.--Circuit City Group Common Stock, par value $.50 (the "Circuit City
Group Stock") with attached Rights to Purchase Preferred Stock, Series E, $20.00
par value (the "Circuit City Rights) and (ii) an indeterminate number of shares
of Circuit City Stores, Inc.--CarMax Group Common Stock, par value $.50 (the
"CarMax Group Stock") with attached Rights to Purchase Preferred Stock, Series
F, $20.00 par value, of the Company (the "CarMax Rights").
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 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 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 Circuit City Rights
and the CarMax 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 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. We assume for purposes of this opinion
that prior to the issuance of the Circuit City Group Stock or the CarMax Group
Stock upon a conversion of the CarMax Group Stock or the Circuit City Group
Stock, respectively, the Company takes all actions necessary to authorize such
conversion (and the issuance of the Circuit City Group Stock or the CarMax Group
Stock, as the case may be, in connection therewith) in accordance with the
Amended and Restated Articles of Incorporation of the Company. We also assume
for purposes of this opinion that at the time of such conversion, the Company
has a sufficient number of authorized but unissued shares of Circuit City Group
Stock or CarMax Group Stock, as the case may be, and, if Circuit City Rights or
CarMax Rights are issuable in connection therewith, Series E Preferred Stock or
Series F Preferred Stock, respectively, to effect such conversion.
Based on the foregoing and on such legal considerations that we deem
relevant, we are of the opinion that:
1. The Circuit City Group Stock has been duly authorized, and, when
issued upon conversion of the CarMax Group Stock in accordance with the Amended
and Restated Articles of Incorporation, will be validly issued, fully paid and
nonassessable.
2. The CarMax Group Stock has been duly authorized, and, when issued
upon conversion of the Circuit City Group Stock in accordance with the Amended
and Restated Articles of Incorporation, will be validly issued, fully paid and
nonassessable.
3. All corporate actions required under the laws of the Commonwealth of
Virginia have been taken for the Circuit City Rights, if and when issued upon
conversion of the CarMax Group Stock in accordance with the Amended and Restated
Articles of Incorporation, to be validly issued.
4. All corporate actions required under the laws of the Commonwealth of
Virginia have been taken for the CarMax Rights, if and when issued upon
conversion of the Circuit City Group Stock in accordance with the Company's
Amended and Restated Articles of Incorporation, 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.
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
Richmond, Virginia
May 27, 1997
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Michael T. Chalifoux
his or her attorney-in-fact, with full power to act, 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 an indeterminate number or amount of
shares of Circuit City Group Common Stock ("Circuit City Stock") and CarMax
Group Common Stock ("CarMax Stock") (including, in each case, the Rights to
Purchase Preferred Stock, Series E, and Rights to Purchase Preferred Stock,
Series F, respectively, attached thereto) that may be issued upon any conversion
of the CarMax Stock or Circuit City Stock, respectively, that is issuable under
any of the Company's employee or director stock benefit plans, whether now
existing or hereafter authorized, including the Company's 1988 Stock Incentive
Plan, 1994 Stock Incentive Plan, 1989 Non-Employee Directors Stock Option Plan,
1984 Employee Stock Purchase Plan and 1997 Employee Stock Purchase Plan for
CarMax Group Employees; such documents being: registration statements on Form
S-8 to be filed with the Securities and Exchange Commission; such statements
with, and or application to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be offered in such
state; 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 11th day of April, 1997.
/s/ 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 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 an indeterminate number or amount of shares of Circuit City
Group Common Stock ("Circuit City Stock") and CarMax Group Common Stock ("CarMax
Stock") (including, in each case, the Rights to Purchase Preferred Stock, Series
E, and Rights to Purchase Preferred Stock, Series F, respectively, attached
thereto) that may be issued upon any conversion of the CarMax Stock or Circuit
City Stock, respectively, that is issuable under any of the Company's employee
or director stock benefit plans, whether now existing or hereafter authorized,
including the Company's 1988 Stock Incentive Plan, 1994 Stock Incentive Plan,
1989 Non-Employee Directors Stock Option Plan, 1984 Employee Stock Purchase Plan
and 1997 Employee Stock Purchase Plan for CarMax Group Employees; such documents
being: registration statements on Form S-8 to be filed with the Securities and
Exchange Commission; such statements with, and or application to, the regulatory
authorities of any state in the United States as may be necessary to permit such
shares to be offered in such state; 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 11th day of April, 1997.
/s/ Alan L. Wurtzel
<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 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 an indeterminate number or amount of shares of Circuit City
Group Common Stock ("Circuit City Stock") and CarMax Group Common Stock ("CarMax
Stock") (including, in each case, the Rights to Purchase Preferred Stock, Series
E, and Rights to Purchase Preferred Stock, Series F, respectively, attached
thereto) that may be issued upon any conversion of the CarMax Stock or Circuit
City Stock, respectively, that is issuable under any of the Company's employee
or director stock benefit plans, whether now existing or hereafter authorized,
including the Company's 1988 Stock Incentive Plan, 1994 Stock Incentive Plan,
1989 Non-Employee Directors Stock Option Plan, 1984 Employee Stock Purchase Plan
and 1997 Employee Stock Purchase Plan for CarMax Group Employees; such documents
being: registration statements on Form S-8 to be filed with the Securities and
Exchange Commission; such statements with, and or application to, the regulatory
authorities of any state in the United States as may be necessary to permit such
shares to be offered in such state; 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 11th day of April, 1997.
/s/ 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 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 an indeterminate number or amount of shares of Circuit City
Group Common Stock ("Circuit City Stock") and CarMax Group Common Stock ("CarMax
Stock") (including, in each case, the Rights to Purchase Preferred Stock, Series
E, and Rights to Purchase Preferred Stock, Series F, respectively, attached
thereto) that may be issued upon any conversion of the CarMax Stock or Circuit
City Stock, respectively, that is issuable under any of the Company's employee
or director stock benefit plans, whether now existing or hereafter authorized,
including the Company's 1988 Stock Incentive Plan, 1994 Stock Incentive Plan,
1989 Non-Employee Directors Stock Option Plan, 1984 Employee Stock Purchase Plan
and 1997 Employee Stock Purchase Plan for CarMax Group Employees; such documents
being: registration statements on Form S-8 to be filed with the Securities and
Exchange Commission; such statements with, and or application to, the regulatory
authorities of any state in the United States as may be necessary to permit such
shares to be offered in such state; 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 11th day of April, 1997.
/s/ 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 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 an indeterminate number or amount of shares of Circuit City
Group Common Stock ("Circuit City Stock") and CarMax Group Common Stock ("CarMax
Stock") (including, in each case, the Rights to Purchase Preferred Stock, Series
E, and Rights to Purchase Preferred Stock, Series F, respectively, attached
thereto) that may be issued upon any conversion of the CarMax Stock or Circuit
City Stock, respectively, that is issuable under any of the Company's employee
or director stock benefit plans, whether now existing or hereafter authorized,
including the Company's 1988 Stock Incentive Plan, 1994 Stock Incentive Plan,
1989 Non-Employee Directors Stock Option Plan, 1984 Employee Stock Purchase Plan
and 1997 Employee Stock Purchase Plan for CarMax Group Employees; such documents
being: registration statements on Form S-8 to be filed with the Securities and
Exchange Commission; such statements with, and or application to, the regulatory
authorities of any state in the United States as may be necessary to permit such
shares to be offered in such state; 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 11th day of April, 1997.
/s/ 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 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 an indeterminate number or amount of shares of Circuit City
Group Common Stock ("Circuit City Stock") and CarMax Group Common Stock ("CarMax
Stock") (including, in each case, the Rights to Purchase Preferred Stock, Series
E, and Rights to Purchase Preferred Stock, Series F, respectively, attached
thereto) that may be issued upon any conversion of the CarMax Stock or Circuit
City Stock, respectively, that is issuable under any of the Company's employee
or director stock benefit plans, whether now existing or hereafter authorized,
including the Company's 1988 Stock Incentive Plan, 1994 Stock Incentive Plan,
1989 Non-Employee Directors Stock Option Plan, 1984 Employee Stock Purchase Plan
and 1997 Employee Stock Purchase Plan for CarMax Group Employees; such documents
being: registration statements on Form S-8 to be filed with the Securities and
Exchange Commission; such statements with, and or application to, the regulatory
authorities of any state in the United States as may be necessary to permit such
shares to be offered in such state; 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 11th day of April, 1997.
/s/ 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 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 an indeterminate number or amount of shares of Circuit City
Group Common Stock ("Circuit City Stock") and CarMax Group Common Stock ("CarMax
Stock") (including, in each case, the Rights to Purchase Preferred Stock, Series
E, and Rights to Purchase Preferred Stock, Series F, respectively, attached
thereto) that may be issued upon any conversion of the CarMax Stock or Circuit
City Stock, respectively, that is issuable under any of the Company's employee
or director stock benefit plans, whether now existing or hereafter authorized,
including the Company's 1988 Stock Incentive Plan, 1994 Stock Incentive Plan,
1989 Non-Employee Directors Stock Option Plan, 1984 Employee Stock Purchase Plan
and 1997 Employee Stock Purchase Plan for CarMax Group Employees; such documents
being: registration statements on Form S-8 to be filed with the Securities and
Exchange Commission; such statements with, and or application to, the regulatory
authorities of any state in the United States as may be necessary to permit such
shares to be offered in such state; 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 11th day of April, 1997.
/s/ 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 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 an indeterminate number or amount of shares of Circuit City
Group Common Stock ("Circuit City Stock") and CarMax Group Common Stock ("CarMax
Stock") (including, in each case, the Rights to Purchase Preferred Stock, Series
E, and Rights to Purchase Preferred Stock, Series F, respectively, attached
thereto) that may be issued upon any conversion of the CarMax Stock or Circuit
City Stock, respectively, that is issuable under any of the Company's employee
or director stock benefit plans, whether now existing or hereafter authorized,
including the Company's 1988 Stock Incentive Plan, 1994 Stock Incentive Plan,
1989 Non-Employee Directors Stock Option Plan, 1984 Employee Stock Purchase Plan
and 1997 Employee Stock Purchase Plan for CarMax Group Employees; such documents
being: registration statements on Form S-8 to be filed with the Securities and
Exchange Commission; such statements with, and or application to, the regulatory
authorities of any state in the United States as may be necessary to permit such
shares to be offered in such state; 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 11th day of April, 1997.
/s/ 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 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 an indeterminate number or amount of shares of Circuit City
Group Common Stock ("Circuit City Stock") and CarMax Group Common Stock ("CarMax
Stock") (including, in each case, the Rights to Purchase Preferred Stock, Series
E, and Rights to Purchase Preferred Stock, Series F, respectively, attached
thereto) that may be issued upon any conversion of the CarMax Stock or Circuit
City Stock, respectively, that is issuable under any of the Company's employee
or director stock benefit plans, whether now existing or hereafter authorized,
including the Company's 1988 Stock Incentive Plan, 1994 Stock Incentive Plan,
1989 Non-Employee Directors Stock Option Plan, 1984 Employee Stock Purchase Plan
and 1997 Employee Stock Purchase Plan for CarMax Group Employees; such documents
being: registration statements on Form S-8 to be filed with the Securities and
Exchange Commission; such statements with, and or application to, the regulatory
authorities of any state in the United States as may be necessary to permit such
shares to be offered in such state; 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 11th day of April, 1997.
/s/ 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 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 an indeterminate number or amount of shares of Circuit City
Group Common Stock ("Circuit City Stock") and CarMax Group Common Stock ("CarMax
Stock") (including, in each case, the Rights to Purchase Preferred Stock, Series
E, and Rights to Purchase Preferred Stock, Series F, respectively, attached
thereto) that may be issued upon any conversion of the CarMax Stock or Circuit
City Stock, respectively, that is issuable under any of the Company's employee
or director stock benefit plans, whether now existing or hereafter authorized,
including the Company's 1988 Stock Incentive Plan, 1994 Stock Incentive Plan,
1989 Non-Employee Directors Stock Option Plan, 1984 Employee Stock Purchase Plan
and 1997 Employee Stock Purchase Plan for CarMax Group Employees; such documents
being: registration statements on Form S-8 to be filed with the Securities and
Exchange Commission; such statements with, and or application to, the regulatory
authorities of any state in the United States as may be necessary to permit such
shares to be offered in such state; 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 11th day of April, 1997.
/s/ Edward Villanueva
<PAGE>
