Registration No.__________
As filed with the Securities and Exchange Commission on June 29, 1999
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)
----------
1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
FOR CARMAX GROUP EMPLOYEES, AS AMENDED AND RESTATED EFFECTIVE MARCH 1, 1999,
AS AMENDED
(Full title of the plan)
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)
<TABLE>
<S> <C>
CALCULATION OF REGISTRATION FEE:
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate price per Registration fee
share (2) share
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Circuit City Stores, 500,000 $5.6875 $2,843,750 $791
Inc.--CarMax Group
Common Stock, Par
Value $.50, With
Attached Rights to
Purchase Preferred
Stock, Series F, Par
value $20.00 (2)
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
(1) The Rights to Purchase Preferred Stock will be attached to and trade
with shares of the Common Stock. Value attributable to such rights, if
any, will be reflected in the market price of the shares of Common
Stock.
(2) Estimated solely for the purpose of calculating the registration fee.
Based on the average of the high and low prices of the Circuit City
Stores, Inc.-- CarMax Group Common Stock in the consolidated reporting
on June 25, 1999.
The Securities covered by this Registration Statement will be sold to
employees of the Company from time to time under the 1999 Circuit City
Stores, Inc. Employee Stock Purchase Plan for CarMax Group Employees.
2
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 Commission.
(a) the Company's Annual Report on Form 10-K (File No. 1-5767)
for the fiscal year ended February 28, 1999, filed with the
Commission on May 25, 1999;
(b) the Company's Current Report on Form 8-K (File No.
1-5767), filed with the Commission on June 17, 1999;
(c) all other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since February 28,1999
including the Current Report on Form 8-K, filed with the
Commission on June 17, 1999;
(d) the description of the Company's Circuit City Group Common
Stock and 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, April 28, 1998,
and May 7, 1999, and as the same may be further amended after
the date hereof (File No. 1-5767); and
(e) the description of the Rights to Purchase Preferred Stock,
Series E, and the Rights to Purchase Preferred Stock, Series
F, contained in the Registration Statement on Form 8-A filed
with the Commission on April 28, 1998, as amended on Form
8-A/A filed with the Commission on May 7, 1999, and as the
same may be amended after the date hereof (File No. 1-5767).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 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 or her heirs, executors and administrators) against
liabilities (including expenses) reasonably incurred by him or her in connection
with any actual or threatened action, suit or proceeding to which he or she may
be made a party by reason of his or her being or having been a director or
officer of the Company, except in relation to any action, suit or proceeding in
which he or she has been adjudged liable because of willful misconduct or a
knowing violation of the criminal law.
3
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 9. Exhibits.
See Exhibit Index following signatures.
Item 10. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to any
Registration Statement amended by these
Post-Effective Amendments:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each 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
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.
4
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 June 28,
1999.
CIRCUIT CITY STORES, INC.
Registrant
By: /s/Michael T. Chalifoux
Michael T. Chalifoux
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
5
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C>
Signature Title Date
*/s/ Richard L. Sharp Chief Executive Officer June 28, 1999
--------------------------
Richard L. Sharp and Chairman of the Board
*/s/ Alan L. Wurtzel Vice Chairman of the Board June 28, 1999
--------------------------
Alan L. Wurtzel and Director
/s/Michael T. Chalifoux Executive Vice President, June 28, 1999
- ---------------------------
Michael T. Chalifoux Chief Financial Officer,
Corporate Secretary and
Director
*/s/ Richard N. Cooper Director June 28, 1999
--------------------------
Richard N. Cooper
*/s/ Barbara S. Feigin Director June 28, 1999
--------------------------
Barbara S. Feigin
*/s/ James F. Hardymon Director June 28, 1999
--------------------------
James F. Hardymon
*/s/ Robert S. Jepson, Jr. Director June 28, 1999
--------------------------
Robert S. Jepson, Jr.
*/s/ Hugh G. Robinson Director June 28, 1999
--------------------------
Hugh G. Robinson
*/s/ Walter J. Salmon Director June 28, 1999
--------------------------
Walter J. Salmon
*/s/ Mikael Salovaara Director June 28, 1999
- ---------------------------
Mikael Salovaara
*/s/ John W. Snow Director June 28, 1999
--------------------------
John W. Snow
*/s/ Edward Villanueva Director June 28, 1999
- ---------------------------
Edward Villanueva
/s/Philip J. Dunn Senior Vice President, June 28, 1999
- ---------------------------
Phillip J. Dunn Treasurer, Corporate
Controller and Chief
Accounting Officer
</TABLE>
*By: /s/Michael T. Chalifoux
Michael T. Chalifoux
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Document
Number
4.1 Registrant's Amended and Restated Articles of
Incorporation, effective February 3, 1997, filed
with the Commission as Exhibit 3(I) to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1998 (File No. 1-5767),
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 3(I)(a) to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended November 30, 1998 (File No. 1-5767), are
expressly incorporated herein by this reference.
4.3 Registrant's Bylaws, as amended and restated
October 13, 1998, filed as Exhibit 3(II) to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1998 (File No. 1-5767),
are expressly incorporated herein by this
reference.
4.4 First Amended and Restated Rights Agreement dated
as of February 16, 1999 between Registrant and
Norwest Bank Minnesota, N.A., as Rights Agent,
filed as Exhibit 1 to Registrant's Form 8-A/A
filed May 7, 1999 (File No. 1-5767), is expressly
incorporated herein by this reference.
5 Opinion and Consent of McGuire, Woods, Battle &
Boothe LLP, filed herewith.
23.1 Consent of KPMG LLP, filed herewith.
23.2 Consent of McGuire, Woods, Battle & Boothe LLP
(included in Exhibit 5).
24 Powers of Attorney, filed herewith.
99.1 1997 Circuit City Stores, Inc. Employee Stock
Purchase Plan for CarMax Group Employees, as
amended and restated effective March 1, 1999,
filed as Exhibit 99.1 to Registrant's
Post-Effective Amendment to Form S-8 (Registration
Statement No. 33-53185 et. al.), filed with the
Commission on June 28, 1999, is incorporated
herein by this reference.
99.2 Amendment to 1997 Circuit City Stores, Inc.
Employee Stock Purchase Plan for CarMax Group
Employees, as amended and restated, effective
March 1, 1999, adopted June 15, 1999, filed
herewith.
EXHIBIT 5
McGuire, Woods, Battle & Boothe LLP
One James Center
Richmond, Virginia 23219
June 28, 1999
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 1997 Circuit City Stores, Inc. Employee Stock Purchase Plan For
CarMax Group Employees, as amended and restated effective March 1, 1999, as
amended (the "Plan"). The Registration Statement covers (i) 500,000 shares of
Circuit City Stores, Inc.--CarMax Group Common Stock, par value $.50 (the
"Common Stock"), which have been reserved for issuance under the Plan and (ii)
500,000 Rights to Purchase Preferred Stock, Series F, $20.00 par value, of the
Company (the "CarMax Rights"), attached in equal number to the shares of Common
Stock which may be issued under the Plan.
We are of the opinion that the 500,000 shares of Common Stock which are
authorized for issuance under the Plan, when issued and sold in accordance with
the terms and provisions of the Plan, will be duly authorized, legally issued,
fully paid and nonassessable.
We are also of the opinion that the 500,000 CarMax Rights, when issued in
accordance with the terms and provisions of the First Amended and Restated
Rights Agreement dated February 16, 1999, between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent, (the "Rights Agreement"), will be duly
authorized and legally issued.
The opinion set forth in the preceding paragraph concerning the CarMax
Rights is limited to the valid issuance of the CarMax Rights under the Stock
Corporation Act of the Commonwealth of Virginia. In this connection, we have not
been asked to, and accordingly do not, express any opinion herein with respect
to any other aspect of the CarMax Rights, the effect of any equitable principles
or fiduciary considerations relating to the adoption of the Rights Agreement or
the issuance of the CarMax Rights, the enforceability of any particular
provisions of the Rights Agreement, or the provisions of the Rights Agreement
which discriminate among stockholders or among any classes of stock or
stockholders.
The opinions set forth above are limited to matters of Virginia and federal
law in effect on the date hereof.
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 2, 1999, relating to the
consolidated balance sheets of Circuit City Stores, Inc. and subsidiaries as of
February 28, 1999 and 1998 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, 1999, and the related financial statement
schedule, which reports are included, or incorporated by reference from the
annual report to stockholders, in the February 28, 1999 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 2, 1999, relating to the
balance sheets of the Circuit City Group as of February 28, 1999 and 1998 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, 1999, and the related
financial statement schedule, which reports are included, or incorporated by
reference from the annual report to stockholders, in the February 28, 1999
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 2, 1999,
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 2, 1999, relating to the
balance sheets of the CarMax Group as of February 28, 1999 and 1998 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, 1999, and the
related financial statement schedule, which reports are included, or
incorporated by reference from the annual report to stockholders, in the
February 28, 1999 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 LLP
Richmond, Virginia
June 29, 1999
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 director of Circuit City Stores, Inc. (the "Company"), and to
file any documents referred to below relating to the registration of (i) 500,000
shares of CarMax Group Common Stock, and (ii) an equal number of rights to
purchase preferred shares, Series F ("Rights") to be issued pursuant to the 1997
Circuit City Stores, Inc. Employee Stock Purchase Plan for CarMax Group
Employees as Amended and Restated Effective March 1, 1999; 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 such attorney 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 might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 15th day of June, 1999.
/s/ Richard L. Sharp
Richard L. Sharp
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ Alan L. Wurtzel
Alan L. Wurtzel
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ Richard N. Cooper
Richard N. Cooper
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ Barbara S. Feigin
Barbara S. Feigin
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ James F. Hardymon
James F. Hardymon
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ Robert S. Jepson, Jr.
Robert S. Jepson, Jr.
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ Hugh G. Robinson
Hugh G. Robinson
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ Walter J. Salmon
Walter J. Salmon
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ Mikael Salovaara
Mikael Salovaara
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ John W. Snow
John W. Snow
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) 500,000 shares of CarMax Group Common Stock,
and (ii) an equal number of rights to purchase preferred shares, Series F
("Rights") to be issued pursuant to the 1997 Circuit City Stores, Inc. Employee
Stock Purchase Plan for CarMax Group Employees as Amended and Restated Effective
March 1, 1999; 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 such 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 15th day of June, 1999.
/s/ Edward Villanueva
Edward Villanueva
EXHIBIT 99.2
RESOLUTION OF THE
BOARD OF DIRECTORS OF
CIRCUIT CITY STORES, INC.
June 15, 1999
RESOLVED, that Section 2 of the 1997 Circuit City Stores, Inc. Employee Stock
Purchase Plan for CarMax Group Employees, as Amended and Restated Effective
March 1, 1999 (the "Plan"), shall be amended to allow the purchase of an
additional 500,000 shares under the Plan, such amendment to be accomplished by
deleting the first sentence of Section 2 and replacing it with the following:
"The total number of shares of CarMax Group Stock which may be purchased
under the CarMax Plan shall be 1,000,000, subject to adjustment as provided in
Section 14."
