Registration No. 333-____
As filed with the Securities and Exchange Commission on May 18, 1998
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE
PLAN, AS AMENDED AND RESTATED FEBRUARY 17, 1998
(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)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C>
Title of Securities Proposed Maximum Proposed Maximum Amount of Registration
to be Registered Amount to be Offering Price Per Aggregate Offering Fee
Registered Share (1) Price (1)
Circuit City 1,000,000 $40.00 $40,000,000 $11,800.00
Stores, Inc. -
Circuit City Group
Common Stock, par
value $.50, with
attached Rights to
Purchase Preferred
Stock, Series E,
par value, $20.00
(2)
Circuit City (5) N/A N/A -0-
Stores, Inc. -
CarMax Group Common
Stock, par value
$.50 (3), with
attached Rights to
Purchase Preferred
Stock, Series F,
par value $20.00 (4)
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee. Based on the average of the high and low
prices of the Circuit City Group Stock on the New York Stock
Exchange on May 15, 1998.
(2) The Rights to Purchase Preferred Stock will be attached to and
trade with shares of the Circuit City Group Stock. Value
attributable to such rights, if any, will be reflected in the
market price of the shares of Circuit City Group Stock.
(3) Registered solely because the shares of Circuit City Group
Stock registered for sale under the Plan 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 will be paid by the holders
of Circuit City Group Stock upon a conversion of the Circuit
City Group Stock into CarMax Group Stock. Accordingly, no
separate fee is paid.
(4) The Rights to Purchase Preferred Stock will be attached to and
trade with shares of the CarMax Group Stock. Value
attributable to such rights, if any, will be reflected in the
market price of the shares of CarMax Group Stock.
(5) This Registration Statement registers an indeterminate number
of shares of CarMax Group Stock (including the associated
Rights) issuable upon any conversion of the shares of Circuit
City Group Stock registered under this Registration Statement.
The Securities covered by this Registration Statement will be sold to
employees of the Registrant from time to time under the 1984 Circuit City
Stores, Inc. Employee Stock Purchase Plan, as Amended and Restated February 17,
1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Circuit City Stores, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the documents listed below which have
been filed with the Securities and Exchange Commission (the "Commission").
(a) the Company's Annual Report on Form 10-K (File No. 1-5767) for
the fiscal year ended February 28, 1997 filed with the
Commission on May 29, 1997;
(b) all other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the Annual Report
referred to in (a) above, including the Company's Quarterly
Reports on Form 10-Q for the quarters ended May 31, 1997,
August 31, 1997 and November 30, 1997 and the Company's
Current Report on Form 8-K filed with the Commission on July
2, 1997;
(c) the description of the Company's Circuit City Group Common
Stock and the Company's CarMax Group Common Stock contained in
the Registration Statement on Form 8-A filed with the
Commission on January 2, 1997, as amended on Forms 8-A/A filed
with the Commission on January 31, 1997, July 8, 1997 and
April 28, 1998 (File No. 1-5767); and all amendments and
reports filed for the purpose of updating such description;
and
(d) 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 April 28, 1998 (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, heirs, executors and administrators or such persons) against liabilities
(including expenses) reasonably incurred by them in connection with any actual
or threatened action, suit or proceeding to which such person may be made a
party by reason of being or having been a director or officer of the Company,
except in relation to any action, suit or proceeding in which such person 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 18, 1998.
CIRCUIT CITY STORES, INC.
Registrant
By: /s/ Michael T. Chalifoux
Name: Michael T. Chalifoux
Title: Senior Vice President,
Chief Financial Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on this the 18th day of May, 1998.
Signature: Title:
Richard L. Sharp* Chief Executive Officer
Richard L. Sharp and Chairman of the Board
Alan L. Wurtzel* Vice Chairman of the Board and Director
Alan L. Wurtzel
/s/ Michael T. Chalifoux Senior Vice President, Chief Financial
Michael T. Chalifoux Officer, Secretary and Director
Richard N. Cooper* Director
Richard N. Cooper
Barbara S. Feigin* Director
Barbara S. Feigin
Robert S. Jepson, Jr.* Director
Robert S. Jepson, Jr.
Hugh G. Robinson* Director
Hugh G. Robinson
Walter J. Salmon* Director
Walter J. Salmon
Mikael Salovaara* Director
Mikael Salovaara
________________ Director
John W. Snow
Edward Villanueva* Director
Edward Villanueva
Philip J. Dunn* Principal Accounting Officer
Philip J. Dunn
*By: /s/ Michael T. Chalifoux
Name: Michael T. Chalifoux
Title: Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Document
Number
4.1 Registrant's Amended and Restated Articles of Incorporation,
effective February 3, 1997, filed as Exhibit 4.1 to the
Registrant'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 Registrant's Articles of Amendment to Registrant's Amended
and Restated Articles of Incorporation, effective April 28,
1998, filed with the Commission as Exhibit 4 to Registrant's
Form 8-A filed April 28, 1998 (File No. 1-5767), are
expressly incorporated herein by this reference.
4.3 Registrant's Bylaws, as Amended and Restated August 19,
1997, filed as Exhibit 3(i) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended August 31, 1997
(File No. 1-5767) are expressly incorporated herein by this
reference.
4.4 Rights Agreement dated as of April 14, 1998, between the
Registrant and Norwest Bank Minnesota, N.A., as Rights
Agent, filed as Exhibit 1 to the Registrant's Registration
Statement on Form 8-A (File No. 1-5767) filed on April 28,
1998 is expressly incorporated herein by this reference.
5 Opinion and Consent of McGuire, Woods, Battle & Boothe, LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included in
Exhibit 5).
24 Powers of Attorney, filed herewith.
99.1 Registrant's 1984 Employee Stock Purchase Plan, as Amended
and Restated February 17, 1998, filed herewith.
Exhibit 5
McGuire, Woods, Battle & Boothe LLP
One James Center
Richmond, Virginia
May 13, 1998
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 1984 Circuit City Stores, Inc. Employee Stock
Purchase Plan, as Amended and Restated February 17, 1998 (the "Plan"). The
Registration Statement covers (i) 1,000,000 shares of Circuit City Group Common
Stock, par value $.50, which have been reserved for issuance under the Plan,
(ii) 1,000,000 Rights to Purchase Preferred Stock, Series E, $20.00 par value,
attached in equal number to the shares of Circuit City Group Common Stock which
may be issued under the Plan, (iii) an indeterminate number of shares of CarMax
Group Common Stock, par value $.50, issuable upon any conversion of the shares
of Circuit City Group Common Stock, and (iv) an indeterminate number of Rights
to Purchase Preferred Stock, Series F, $20.00 par value, attached in equal
number to the shares of CarMax Group Common Stock ("CarMax Rights").
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 CarMax Group Stock upon a conversion of the
Circuit City Group Stock, the Company takes all actions necessary to authorize
such conversion (and the issuance of the CarMax Group Stock 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 CarMax Group Stock, and, if CarMax Rights are issuable in connection
therewith, Series F Preferred Stock, respectively, to effect such conversion.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that:
1. The 1,000,000 shares of Circuit City Group Common Stock which are
authorized for sale 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.
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 of the Company, 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 1,000,000 Rights to purchase Preferred Stock,
Series E, when issued in accordance with the terms and provisions of the Rights
Agreement ("Rights Agreement") dated April 14, 1998 between the Company and
Norwest Bank Minnesota, N.A., as rights agent, 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 Common Stock in accordance with the
Company's Amended and Restated Articles of Incorporation and in accordance with
the terms and provisions of the Rights Agreement, to be validly issued.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ McGUIRE, WOODS, BATTLE & BOOTHE LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Circuit City Stores, Inc.:
We consent to the use of our reports dated April 3, 1997, relating to the
consolidated balance sheets of Circuit City Stores, Inc. and subsidiaries as of
February 28, 1997 and February 29, 1996 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 28, 1997, and the related financial
statement schedule, which reports are included, or incorporated by reference
from the annual report to stockholders, in the February 28, 1997 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 reports dated April 3, 1997, relating to the
balance sheets of the Circuit City Group as of February 28, 1997, and February
29, 1996 and the related statements of earnings, group equity and cash flows for
each of the fiscal years in the three-year period ended February 28, 1997, and
the related financial statement schedule, which reports are included, or
incorporated by reference from the annual report to stockholders, in the
February 28, 1997 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. Our reports on the Circuit City Group
dated April 3, 1997, include a qualification related to the effects of not
consolidating the CarMax Group with the Circuit City Group as required by
generally accepted accounting principles.
We also consent to the use of our reports dated April 3, 1997, relating to the
balance sheets of the CarMax Group as of February 28, 1997 and February 29, 1996
and the related statements of operations, group equity (deficit) and cash flows
for each of the fiscal years in the three-year period ended February 28, 1997,
and the related financial statement schedule, which reports are included, or
incorporated by reference from the annual report to stockholders, in the
February 28, 1997 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.
/s/ KPMG PEAT MARWICK LLP
Richmond, Virginia
May 12, 1998
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) 1,000,000 shares of Circuit City Group
Common Stock, and (ii) an equal number of rights to purchase preferred shares,
Series E ("Rights") to be issued pursuant to the 1984 Circuit City Stores, Inc.
Employee Stock Purchase Plan as Amended and Restated February 17, 1998; 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 14th day of April, 1998.
/s/ Robert S. Jepson, Jr.
Robert S. Jepson, Jr.
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Michael T. Chalifoux
his attorney-in-fact to execute on his behalf, individually and in his 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)
1,000,000 shares of Circuit City Group Common Stock, and (ii) an equal number of
rights to purchase preferred shares, Series E ("Rights") to be issued pursuant
to the 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan as Amended
and Restated February 17, 1998; 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 attorney's 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 14th day of April, 1998.
/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) 1,000,000 shares of Circuit City Group
Common Stock, and (ii) an equal number of rights to purchase preferred shares,
Series E ("Rights") to be issued pursuant to the 1984 Circuit City Stores, Inc.
Employee Stock Purchase Plan as Amended and Restated February 17, 1998; 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 14th day of April, 1998.
/s/Edward Villanueva
Edward Villanueva
<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) 1,000,000 shares of Circuit City Group
Common Stock, and (ii) an equal number of rights to purchase preferred shares,
Series E ("Rights") to be issued pursuant to the 1984 Circuit City Stores, Inc.
Employee Stock Purchase Plan as Amended and Restated February 17, 1998; 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 14th day of April, 1998.
/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) 1,000,000 shares of Circuit City Group
Common Stock, and (ii) an equal number of rights to purchase preferred shares,
Series E ("Rights") to be issued pursuant to the 1984 Circuit City Stores, Inc.
Employee Stock Purchase Plan as Amended and Restated February 17, 1998; 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 14th day of April, 1998.
/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) 1,000,000 shares of Circuit City Group
Common Stock, and (ii) an equal number of rights to purchase preferred shares,
Series E ("Rights") to be issued pursuant to the 1984 Circuit City Stores, Inc.
Employee Stock Purchase Plan as Amended and Restated February 17, 1998; 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 14th day of April, 1998.
/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) 1,000,000 shares of Circuit City Group
Common Stock, and (ii) an equal number of rights to purchase preferred shares,
Series E ("Rights") to be issued pursuant to the 1984 Circuit City Stores, Inc.
Employee Stock Purchase Plan as Amended and Restated February 17, 1998; 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 14th day of April, 1998.
/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) 1,000,000 shares of Circuit City Group
Common Stock, and (ii) an equal number of rights to purchase preferred shares,
Series E ("Rights") to be issued pursuant to the 1984 Circuit City Stores, Inc.
Employee Stock Purchase Plan as Amended and Restated February 17, 1998; 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 14th day of April, 1998.
/s/ Alan L. Wurtzel
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 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) 1,000,000 shares of Circuit City Group
Common Stock, and (ii) an equal number of rights to purchase preferred shares,
Series E ("Rights") to be issued pursuant to the 1984 Circuit City Stores, Inc.
Employee Stock Purchase Plan as Amended and Restated February 17, 1998; 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 14th day of April, 1998.
/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) 1,000,000 shares of Circuit City Group
Common Stock, and (ii) an equal number of rights to purchase preferred shares,
Series E ("Rights") to be issued pursuant to the 1984 Circuit City Stores, Inc.
Employee Stock Purchase Plan as Amended and Restated February 17, 1998; 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 14th day of April, 1998.
/s/ Philip J. Dunn
Philip J. Dunn
EXHIBIT 99.1
1984 CIRCUIT CITY STORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED AND RESTATED FEBRUARY 17, 1998
The 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan,
effective March 1, 1985 as amended and restated February 17, 1998 (the "Circuit
City Plan") provides eligible employees of Circuit City Stores, Inc., a Virginia
corporation (the "Company"), and certain of its subsidiaries an opportunity to
purchase Circuit City Stores, Inc. -- Circuit City Group Common Stock as
designated in the Amended and Restated Articles of Incorporation of Circuit City
Stores, Inc. ("Circuit City Group Stock") through payroll deductions at prices
below the market.
1. Amount of Stock Subject to the Circuit City Plan. The total number
of shares of Circuit City Group Stock which may be purchased under the Circuit
City Plan shall be 6,500,000, subject to adjustment as provided in Section 11
below. Such shares may be newly issued shares that have been authorized but not
yet issued or may be shares purchased for the Circuit City Plan on the open
market.
2. Eligible Employees. All present and future employees of the Company
and its parent and Subsidiary corporations (as defined below and whether now
existing or hereafter created or acquired) are eligible to participate in the
Circuit City Plan, (as defined in Section 4 below), except (i) employees who
have completed less than one year of Eligibility Service (defined below), (ii)
employees who are subject to Section 16 of the Securities Exchange Act of 1934,
as amended, with respect to securities of the Company, (iii) employees who are
officers of the Company or its Subsidiaries, or (iv) effective April 1, 1997,
employees of the CarMax Group Companies (defined as CarMax, Inc. and its
Subsidiaries). Independent contractors of the Company or its subsidiaries are
not eligible to participate in the Circuit City Plan. Whether an individual is
eligible to participate in the Circuit City Plan shall be determined as of the
first day of the first payroll period for which payroll deductions are to be
made.
For purposes of the Circuit City Plan, "Subsidiary" is any business
entity (including, but not limited to, a corporation, partnership, or limited
liability company) of which a company (the "Parent") directly or indirectly owns
one hundred percent (100%) of the voting interest of the entity unless the
Compensation and Personnel Committee of the Board of Directors of the Company
(the "Committee") determines that the entity should not be considered a
Subsidiary for purposes of the Circuit City Plan. If the Parent owns less than
one hundred percent (100%) of the voting interest of the entity, the entity will
be considered a Subsidiary for purposes of the Circuit City Plan only if the
Committee determines that the entity should be so considered.
For purposes of the Circuit City Plan, "Eligibility Service" means
continuous employment with the Company or any of its Subsidiaries, including
CarMax, Inc. or any of its Subsidiaries, as a regular employee. Determinations
whether an employee is a regular employee and whether an employee has completed
one year of Eligibility Service may be made from time to time by the Committee,
but shall in each instance be uniform in nature and applicable to all persons
similarly situated.
3. Administration of the Circuit City Plan. The Circuit City Plan shall
be administered by the Committee. The Committee shall have all powers necessary
to administer the Circuit City Plan, including the power to construe and
interpret the Circuit City Plan's documents; to decide all questions relating to
an employee's employment status and eligibility to participate in the Circuit
City Plan; to make adjustments to the limitations on payroll deductions set
forth in Section 5 below; to employ such other persons as are necessary for the
proper administration of the Circuit City Plan; and to make all other
determinations necessary or advisable in administering the Circuit City Plan.
Any construction, interpretation, or application of the Circuit City Plan by the
Committee shall be final, conclusive and binding.
The Committee shall appoint an officer or other employee of the
Company or one of its subsidiaries to serve as the Circuit City Plan
Administrator. The Circuit City Plan Administrator shall be responsible for the
general administration of the Circuit City Plan and such other matters as the
Committee deems necessary for the efficient and proper administration of the
Circuit City Plan.
4. Participation in the Circuit City Plan. An eligible employee may
commence or recommence (subject to the provisions of Section 12 below),
participation in the Circuit City Plan effective on any March 1, June 1,
September 1, or December 1 ("Enrollment Dates") by completing and delivering to
the designated individuals in the Company's personnel department, a form
prescribed by the Circuit City Plan Administrator (the "Authorization Form").
The employee must deliver the Authorization Form to the designated individuals
in the Company's personnel department so that it is received at least 10 days
before the desired Enrollment Date. The Authorization Form shall authorize
payroll deductions from the employee's Compensation.
An employee who was a participating employee in the Circuit City
Stores, Inc. Employee Stock Purchase Plan for CarMax Group Employees ("CarMax
Plan") immediately prior to being transferred to employment with the Circuit
City Group Companies (defined as the Company and its Subsidiaries other than the
CarMax Group Companies) may begin participation in the Circuit City Plan as soon
as administratively practicable after receipt by the designated persons of the
employee's Authorization Form.
For purposes of the Circuit City Plan, "Compensation" means all
compensation and commissions (estimated as deemed necessary by the Committee)
before any deductions or withholding and including overtime and bonuses, but
exclusive of all amounts paid as reimbursements of expenses including those paid
as part of commissions. Eligible employees who participate in the Circuit City
Plan are referred to herein as "Participating Employees".
5. Payroll Deductions, Limitations, and Participating Employee
Accounts. A payroll deduction shall be made as a percentage of Compensation
payable to each Participating Employee for each payroll period as specified in
the Participating Employee's Authorization Form. Payroll deductions for each
payroll period shall not be less than 2% nor more than 10% of Compensation for
such payroll period. Payroll deduction specifications may be made in 1/2%
increments.
All payroll deductions shall be credited to an account that a
custodian appointed by the Committee (the "Custodian") shall establish in the
name of each Participating Employee (the "Payroll Deduction Account").
The maximum amount that may be deducted for each Participating
Employee in any one calendar year is $7,500. When a Participating Employee's
aggregate payroll deductions for the calendar year total $7,500, the
Participating Employee's purchases of Circuit City Group Stock and payroll
deductions under the Circuit City Plan shall be suspended for the remainder of
the calendar year. However, the Participating Employee shall continue to be a
participant under the Circuit City Plan unless he or she terminates
participation, and the employee's purchases of Circuit City Group Stock and
payroll deductions will be resumed for the first payroll period of the next
calendar year. For purposes of this Section, "aggregate payroll deductions"
refers to the cumulative year to date deductions made for the employee under the
CarMax Plan and the Circuit City Plan.
6. Changes in Payroll Deductions. A Participating Employee may change
the percentage of his or her payroll deductions, subject to the minimums and
maximum set forth above, effective on any March 1, June 1, September 1 or
December 1, by delivering to the personnel department a new Authorization Form
so that it is received at least 10 days before the effective date of change.
7. Purchase Price. The purchase price ("Purchase Price") for each share
of Circuit City Group Stock, including shares, if any, purchased by dividend
reinvestment, shall be the fair market value of such share on the Purchase Date,
less a discount not to exceed fifteen percent (15%). Such discount is to be
determined from time to time by the Board of Directors.
8. Method of Purchase and Purchase Accounts. The last business day of
each month shall be a Purchase Date. On each Purchase Date, the funds in each
Participating Employee's Payroll Deduction Account shall be applied to the
purchase from the Company of the number of whole shares and fractional interests
in shares of Circuit City Group Stock as such funds can purchase at the Purchase
Price on that Purchase Date, unless the Company notifies the Custodian before
the Purchase Date that a portion of the shares required shall be obtained on the
open market. In the latter event, the Custodian shall apply such portion as the
Company shall direct of the funds in the Payroll Deduction Accounts to the
purchase of whole shares of Circuit City Group Stock on the open market and
shall deliver the remaining funds, if any, to the Company. At the same time, the
Company shall issue to the Custodian for the benefit of the Participating
Employees a sufficient number of shares of Circuit City Group Stock so that the
total number of whole shares and fractional interests in shares acquired by the
Participating Employees as of such Purchase Date shall be the same as would have
been acquired if all such shares had been acquired from the Company. The Company
shall reimburse the Custodian for any expenses incurred by it in effecting the
open market purchases. The shares and fractional interests in shares of Circuit
City Group Stock acquired under the Circuit City Plan shall be credited to a
Purchase Account maintained by the Custodian for each Participating Employee.
Dividends, if any, paid with respect to the Circuit City Group Stock
held in the Purchase Accounts shall be automatically reinvested in Circuit City
Group Stock under the Circuit City Plan. The reinvestment shall be effected
through the crediting of such dividends to the Participating Employees' Payroll
Deduction Accounts on the date such dividends are received by the Custodian. All
funds in the Payroll Deduction Account (from payroll deductions and dividends,
if any) shall be applied to the purchase of shares of Circuit City Group Stock
on the next Purchase Date.
9. Rights as a Shareholder. Participating Employees shall have all the
rights of shareholders with respect to shares of Circuit City Group Stock
acquired under Circuit City Plan, including the right to vote such shares
through the Custodian and receive annual reports, proxy statements and other
documents sent to shareholders of Circuit City Group Stock generally; provided,
however, that so long as such shares are held for a Participating Employee by
the Custodian, if a Participating Employee fails to respond to a request for
instructions with respect to voting so that his or her response is not received
by the Custodian prior to the close of business on the second business day
preceding the deadline for the taking of action with respect to the shares
(whether such action be the voting of such shares, the tendering of such shares
in response to a tender offer or exchange offer or any other action), the
Custodian shall take such action with respect to the shares held for the
Participating Employee on such person's behalf in accordance with the
recommendation of the Company's management. By written notification received by
the Custodian on or before an Enrollment Date, a Participating Employee shall
have the right, as of such Enrollment Date:
(a) to obtain a certificate for the whole shares of Circuit City
Group Stock credited to the Participating Employee's Purchase Account; or
(b) to direct that any whole shares in the Purchase Account be sold,
and that the proceeds, less selling expenses, be remitted to the
Participating Employee.
10. Rights Not Transferable. Rights under the Circuit City Plan are not
transferable by a Participating Employee.
11. Certain Adjustments in the Case of Stock Dividends or Splits. The
Committee shall make appropriate adjustments in the number of shares of Circuit
City Group Stock which may be purchased under the Circuit City Plan if there are
changes in the Circuit City Group Stock by reason of stock dividends, stock
splits, reverse stock splits, recapitalization, merger or consolidation.
12. Termination of Participation in Circuit City Plan. A Participating
Employee may at any time and for any reason terminate participation in the
Circuit City Plan by written notification of withdrawal delivered to the
designated individuals in the Company's personnel department.
With the exception described below in the next to last paragraph of
this Section, an employee's participation in the Circuit City Plan shall also
terminate upon his or her ceasing to be employed by the Company or a Subsidiary,
whether by reason of death or otherwise, or upon the employee's otherwise
ceasing to meet the eligibility requirements set forth in Section 2 above or
becoming an independent contractor of the Company. In particular, and not by way
of limitation, employees of the CarMax Group Companies will no longer be
eligible to participate in the Circuit City Plan as of April 1, 1997.
With respect to each terminated participant, (i) payroll deductions
shall cease as of the first day of the next payroll period after receipt by the
personnel department of notification of withdrawal or other termination of
participation, whichever is applicable, and (ii) no purchases shall be made
after the Purchase Date for the calendar month in which the last payroll
deduction is made. A terminated participant shall elect:
(a) to obtain a certificate for the whole shares of Circuit City
Group Stock credited to his or her Purchase Account; or
(b) to direct that the Custodian sell the whole shares of Circuit
City Group Stock credited to his or her Purchase Account, and that the
proceeds, less selling expenses, be remitted to him or her.
In either event, the terminated participant shall receive a cash
payment for any fractional interests in a share of Circuit City Group Stock
credited to such terminated participant's Purchase Account. Such cash payment
shall be based on the market value of the Circuit City Group Stock on the next
date whole shares are sold for Participating Employees after the terminated
participant elects whether to obtain a certificate for or to direct the sale of
his or her whole shares. If the terminated participant fails to make an election
within 60 days following termination or otherwise becoming ineligible to
participate in the Circuit City Plan, he or she shall be deemed to have elected
to obtain certificates for the whole shares in his or her Purchase Account. In
the event a Participating Employee's participation in the Circuit City Plan is
terminated by death, delivery of any certificate and monies under this Section
shall be made to the employee's beneficiary as designated on a form prescribed
by the Circuit City Plan Administrator. Any beneficiary so designated shall be
bound by the terms of the Circuit City Plan. If no beneficiary has been
designated, such delivery shall be made to the legal representative of the
deceased employee's estate.
The foregoing provisions of this Section notwithstanding, if an
employee's termination results from the employee's transfer to employment with
the CarMax Group Companies or if the employee ceases to be eligible to
participate in the Circuit City Plan as of April 1, 1997 because he or she is
employed with the CarMax Group Companies, such a former employee may maintain
his or her Purchase Account (in which case dividends, if any, on the Circuit
City Group Stock shall continue to be reinvested through such Purchase Account
as for other Participating Employees), but the former employee shall not be
entitled to contribute additional payroll deductions under the Circuit City
Plan. Provided, however, if such former employee's Purchase Account contains
less than five whole shares of Circuit City Group Stock, the Circuit City Plan
Administrator, in his or her discretion, may determine to close such
individual's Purchase Account and, in such event the former employee involved
shall then have the same election alternatives as set forth in the third and
fourth paragraphs of this Section for other employees whose participation in the
Circuit City Plan is terminated. Once an individual is no longer employed with
the Company or any of its Subsidiaries, including the CarMax Group Companies,
the individual is not permitted to maintain a Purchase Account in the Circuit
City Plan and shall have the election alternatives set forth in the third and
fourth paragraphs of this Section.
An employee who has withdrawn from the Circuit City Plan or whose
participation in the Circuit City Plan has otherwise terminated may not
recommence participation in the Circuit City Plan during the 12-month period
next following the effective date of such withdrawal or termination; provided,
however, that this provision shall not apply to an individual whose
participation in the Circuit City Plan has terminated due to his or her transfer
to employment with the CarMax Group Companies and who subsequently is
transferred back to employment with the Company or a Subsidiary and is otherwise
eligible to participate in the Circuit City Plan. Such employees may recommence
participation in the Circuit City Plan as soon as practicable after their new
Authorization Form is received by personnel department.
13. Amendment of the Circuit City Plan. The Board of Directors may, at
any time, or from time to time, amend the Circuit City Plan in any respect.
14. Termination of the Circuit City Plan. The Circuit City Plan and all
rights of employees hereunder shall terminate:
(a) on the Purchase Date that Participating Employees become
entitled to purchase a number of shares of Circuit City Group Stock
greater than the number of shares remaining unpurchased out of the total
number of shares which may be purchased under the Circuit City Plan; or
(b) at any earlier date at the discretion of the Board of Directors.
In the event that the Circuit City Plan terminates under
circumstances described in (a) above, the Circuit City Group Stock remaining
unpurchased as of the termination date shall be allocated to Participating
Employees for purchase on a pro rata basis.
15. Effective Date of the Circuit City Plan. The Circuit City Plan
shall become effective as amended and restated herein on February 17, 1998.
16. Government and Other Regulations. The Circuit City Plan, and the
rights to purchase Circuit City Group Stock hereunder, and the Company's
obligation to sell and deliver Circuit City Group Stock hereunder, shall be
subject to all applicable federal, state and foreign laws, rules and
regulations, and to such approvals by any regulatory or government agency as
may, in the opinion of counsel for the Company, be required.
17. Indemnification of Committee. Service on the Committee shall
constitute service as a director of the Company so that members of the Committee
shall be entitled to indemnification and reimbursement as directors of the
Company pursuant to its Articles of Incorporation and Bylaws.
