Registration No.__________
As filed with the Securities and Exchange Commission on September 2, 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)
----------
1994 CIRCUIT CITY STORES, INC.
STOCK INCENTIVE PLAN, 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)
1
<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 Offering Registration fee
Share (2) Price
Circuit City Stores, 6,000,000 (3) $41.7813 (2) $250,687,800 (2) $69,691.21
Inc.--Circuit City
Group Common Stock, par
value $.50, With
Attached Rights to
Purchase Preferred
Stock, Series E, par
value $20.00 (1)
Circuit City Stores, 2,000,000 $3.4375 (2) $6,875,000 (2) $1,911.25
Inc.--CarMax Group
Common Stock, par value
$.50, With Attached
Rights to Purchase
Preferred Stock, Series
F, par value $20.00 (1)
</TABLE>
(1) The Rights to Purchase Series E and Series F Preferred Stock will be
attached to and trade with shares of Circuit City Group and CarMax
Group Common Stock, respectively. 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.-- Circuit City Group Common Stock and CarMax Group Common
Stock, on the New York Stock Exchange on September 1, 1999.
(3) In addition, pursuant to the terms of the 1994 Circuit City Stores,
Inc. Stock Incentive Plan, as amended, 521,686 shares of Circuit City
Group Common Stock previously reserved for issuance under the Circuit
City Stores, Inc. 1988 Stock Incentive Plan, but which were not issued
under such 1988 Plan, are being transferred to the 1994 Plan. Such
shares (and the related rights) are included in this registration
statement. Such shares were part of the 600,000 shares (4,800,000
shares after
2
splits are taken into account) registered under the Company's Form S-8
Registration Statement No. 033-22874 filed with the Commission on June
30, 1988. The registration fee paid with such registration statement
was $3,977.20.
The Securities covered by this Registration Statement will be issued to
employees of the Registrant from time to time pursuant to incentive
awards granted or to be granted under the Circuit City Stores, Inc.
1994 Stock Incentive Plan, as amended.
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:
(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) the Company's Quarterly Report on Form 10-Q (File No. 1-5767)
for the quarterly period ended May 31, 1999, filed with the
Commission on July 15, 1999, as amended by the Company's
Amended Quarterly Report on Form 10-Q/A (File No. 1-5767) for
the quarterly period ended May 31, 1999, filed with the
Commission on July 21, 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 further after the date hereof (File No.
1-5767).
In addition, 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
3
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.
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.
(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 this
Registration Statement:
(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)
4
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.
(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.
5
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 September 2,
1999.
CIRCUIT CITY STORES, INC.
Registrant
By: /s/ Michael T. Chalifoux
Michael T. Chalifoux
Executive Vice President,
Chief Financial Officer and
Corporate 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 and on the dates indicated.
Signature Title Date
Richard L. Sharp *
Richard L. Sharp Chief Executive Officer September 2, 1999
and Chairman of the Board
Alan L. Wurtzel *
Alan L. Wurtzel Vice Chairman of the Board September 2, 1999
and Director
/s/Michael T. Chalifoux Executive Vice President, September 2, 1999
Michael T. Chalifoux Chief Financial Officer,
Corporate Secretary and
Director
Richard N. Cooper *
Richard N. Cooper Director September 2, 1999
Barbara S. Feigin *
Barbara S. Feigin Director September 2, 1999
James F. Hardymon *
James F. Hardymon Director September 2, 1999
6
Robert S. Jepson, Jr. *
Robert S. Jepson, Jr. Director September 2, 1999
Hugh G. Robinson *
Hugh G. Robinson Director September 2, 1999
Walter J. Salmon *
Walter J. Salmon Director September 2, 1999
Mikael Salovaara *
Mikael Salovaara Director September 2, 1999
John W. Snow *
John W. Snow Director September 2, 1999
Edward Villanueva *
Edward Villanueva Director September 2, 1999
/s/Philip J. Dunn Senior Vice President, September 2, 1999
Philip J. Dunn Treasurer, Corporate
Controller and Chief
Accounting Officer
*By: /s/Michael T. Chalifoux
Michael T. Chalifoux
Attorney-In-Fact
7
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)(a) to Registrant's Amended Quarterly Report on
Form 10-Q/A for the quarter ended May 31, 1999 (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)(b) to
Registrant's Amended Quarterly Report on Form 10-Q/A for the
quarter ended May 31,1999 (File No. 1-5767), are expressly
incorporated herein by this reference.
4.3 Registrant's Articles of Amendment to Registrant's Amended
and Restated Articles of Incorporation, effective June 22,
1999, filed with the Commission as Exhibit 3(i)(c) to
Registrant's Amended Quarterly Report on Form 10-Q/A for the
quarter ended May 31, 1999 (File No. 1-5767), are expressly
incorporated herein by this reference.
4.4 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.
4.5 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.
1 of 2
99.1 Registrant's 1994 Stock Incentive Plan, as amended as of
January 24, 1997, filed as Annex III to the Registrant's
Definitive Proxy Statement dated December 24, 1996, for a
Special Meeting of Shareholders held on January 24, 1997
(File No. 1-5767), is expressly incorporated herein by this
reference.
99.2 Amendment effective June 15, 1999, to the Registrant's 1994
Stock Incentive Plan filed as Exhibit 10 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended May 31,
1999 (File No. 1-5767), is expressly incorporated herein by
this reference.
2 of 2
Exhibit 5
August 31, 1999
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233-1464
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 1994 Circuit City Stores, Inc. Stock Incentive Plan,
as amended (the "Plan"). The Registration Statement covers (i) 6,521,686 shares
of Circuit City Stores, Inc.--Circuit City Group Common Stock, par value $.50
(the " Circuit City Common Stock"), which have been reserved for issuance under
the Plan, (ii) 6,521,686 Rights to Purchase Preferred Stock, Series E, $20.00
par value of the Company (the "Circuit City Rights"), attached in equal number
to the shares of Circuit City Common Stock which may be issued under the Plan,
(iii) 2,000,000 shares of Circuit City Stores, Inc.--CarMax Group Common Stock,
par value $.50 (the " CarMax Common Stock"), which have been reserved for
issuance under the Plan, and (iv) 2,000,000 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 CarMax Common Stock which may be issued under the
Plan.
We are of the opinion that the 6,521,686 shares of Circuit City Common
Stock and the 2,000,000 shares of CarMax 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 6,521,686 Circuit City Rights and
the 2,000,000 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 Circuit
City Rights and the CarMax Rights is limited to the valid issuance of the
Circuit City Rights and 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 either the Circuit City Rights or the CarMax Rights, the effect of any
equitable principles or fiduciary considerations relating to the adoption of the
Rights Agreement or the issuance of Circuit City Rights and CarMax Rights, the
enforceability of any particular provisions of the Rights Agreement, or the
provisions of the Rights Agreement which discriminate among shareholders or
among any classes of shares or shareholders.
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
August 30, 1999
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux his or her attorneys-in-fact, each 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) 6,521,686 of Circuit City Group Common Stock and (ii) an
equal number of rights to purchase preferred shares, Series E, and (iii)
2,000,000 shares of CarMax Group Common Stock and (iv) an equal number of rights
to purchase preferred shares, Series F, to be issued pursuant to the 1994
Circuit City Stores, Inc. Stock Incentive Plan, as amended; 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
the 17th day of August, 1999.
/s/ Richard L. Sharp
Richard L. Sharp Michael T. Chalifoux
/s/ Richard N. Cooper /s/ Barbara S. Feigin
Richard N. Cooper Barbara S. Feigin
/s/ James F. Hardymon /s/ Robert S. Jepson, Jr.
James F. Hardymon Robert S. Jepson, Jr.
/s/ Hugh G. Robinson /s/ Walter J. Salmon
Hugh G. Robinson Walter J. Salmon
/s/ Mikael Salovaara /s/ John W. Snow
Mikael Salovaara John W. Snow
/s/ Edward Villanueva /s/ Alan L. Wurtzel
Edward Villanueva Alan L. Wurtzel
