Registration No.__________
As filed with the Securities and Exchange Commission on March 24, 2000
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)
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1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
FOR CARMAX GROUP EMPLOYEES,
AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 15, 2000
(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)
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<TABLE>
<S> <C>
CALCULATION OF REGISTRATION FEE:
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered (1) Maximum Maximum Registration Fee
Registered Offering Price Aggregate Offering
Per Share (2) Price (2)
Circuit City 1,000,000 $2.2188 $2,218,800 $585.76
Stores, Inc.--
Carmax Group
Common Stock,
Par Value $.50,
With Attached
Rights to
Purchase
Preferred Stock,
Series F, Par
Value $20.00 (1)
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(1) The Rights to Purchase Series F Preferred Stock will be attached to and
trade with shares of CarMax Group 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 CarMax Group
Common Stock reported in the consolidated reporting system on March 21,
2000.
The Securities covered by this Registration Statement will be sold to
employees of the Company and its subsidiaries from time to time under
the 1997 Circuit City Stores, Inc. Employee Stock Purchase Plan for
CarMax Group Employees, as amended and restated.
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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 Company's Quarterly Report on Form 10-Q (File No. 1-5767) for the
quarterly period ended August 31, 1999, filed with the Commission on
October 15, 1999;
(e) the Company's Quarterly Report on Form 10-Q (File No. 1-5767) for the
quarterly period ended November 30, 1999, filed with the Commission on
January 14, 2000;
(f) 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
(g) the description of 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).
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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 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");
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(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.
(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
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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 March 24,
2000.
CIRCUIT CITY STORES, INC.
Registrant
By: _____________________________
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 *
- --------------------- Chief Executive Officer and March 24, 2000
Richard L. Sharp Chairman of the Board
Alan L. Wurtzel *
- --------------------- Vice Chairman of the Board and March 24, 2000
Alan L. Wurtzel Director
- --------------------- Executive Vice President, Chief March 24, 2000
Michael T. Chalifoux Financial Officer, Corporate
Secretary and Director
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Richard N. Cooper *
- --------------------- Director March 24, 2000
Richard N. Cooper
Barbara S. Feigin *
- --------------------- Director March 24, 2000
Barbara S. Feigin
James F. Hardymon *
- --------------------- Director March 24, 2000
James F. Hardymon
Robert S. Jepson, Jr. *
- --------------------- Director March 24, 2000
Robert S. Jepson, Jr.
W. Alan McCollough* President, Chief Operating March 24, 2000
- --------------------- Officer and Director
W. Alan McCollough
Hugh G. Robinson *
- --------------------- Director March 24, 2000
Hugh G. Robinson
- --------------------- Director March 24, 2000
Walter J. Salmon
Mikael Salovaara *
- --------------------- Director March 24, 2000
Mikael Salovaara
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John W. Snow *
- --------------------- Director March 24, 2000
John W. Snow
Edward Villanueva *
- --------------------- Director March 24, 2000
Edward Villanueva
- --------------------- Senior Vice President, Treasurer, March 24, 2000
Philip J. Dunn Corporate Controller and Chief
Accounting Officer
*By:
--------------------------
Michael T. Chalifoux
Attorney-In-Fact
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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 February 15,
2000, filed herewith.
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.
99.1 Registrant's 1997 Circuit City Stores, Inc. Employee Stock
Purchase Plan for CarMax Group Employees, as amended and
restated effective February 15, 2000, filed herewith.
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Exhibit 4.4
CIRCUIT CITY STORES, INC.
BYLAWS
AS AMENDED AND RESTATED
February 15,2000
TABLE OF CONTENTS
ARTICLE I MEETINGS OF SHAREHOLDERS....................................12
1.1 Place and Time of Meetings..................................12
1.2 Organization and Order of Business..........................12
1.3 Annual Meeting..............................................12
1.4 Special Meetings............................................14
1.5 Record Dates................................................14
1.6 Notice of Meetings..........................................14
1.7 Waiver of Notice; Attendance at Meeting.....................15
1.8 Quorum and Voting Requirements..............................15
1.9 Proxies.....................................................16
1.10 Voting List.................................................16
ARTICLE II DIRECTORS...................................................17
2.1 General Powers..............................................17
2.2 Number and Term.............................................17
2.3 Nomination of Directors.....................................17
2.4 Election....................................................18
2.5 Removal; Vacancies..........................................18
2.6 Annual and Regular Meetings.................................19
2.7 Special Meetings............................................19
2.8 Notice of Meetings..........................................19
2.9 Waiver of Notice; Attendance at Meeting.....................20
2.10 Quorum; Voting..............................................20
2.11 Telephonic Meetings.........................................20
2.12 Action Without Meeting......................................20
2.13 Compensation................................................21
2.14 Director Emeritus...........................................21
2.15 Chairman and Vice Chairman..................................21
ARTICLE III COMMITTEES OF DIRECTORS.....................................21
3.1 Committees..................................................21
3.2 Authority of Committees.....................................21
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3.3 Executive Committee.........................................22
3.4 Audit Committee.............................................22
3.5 Nominating and Structure Committee..........................22
3.6 Compensation and Personnel Committee........................23
3.7 Committee Meetings; Miscellaneous...........................23
ARTICLE IV OFFICERS....................................................24
4.1 Officers....................................................24
4.2 Election; Term..............................................24
4.3 Removal of Officers.........................................24
4.4 Duties of the President.....................................24
4.5 Duties of the Vice President................................25
4.6 Duties of the Secretary.....................................25
4.7 Duties of the Chief Financial Officer.......................25
4.8 Duties of the Assistant Secretary...........................25
4.9 Duties of Other Officers....................................25
4.10 Voting Securities of Other Corporations.....................26
4.11 Compensation................................................26
4.12 Bonds.......................................................26
ARTICLE V EVIDENCE OF SHARES..........................................26
5.1 Form........................................................26
5.2 Transfer....................................................27
5.3 Restrictions on Transfer....................................27
5.4 Lost or Destroyed Share Certificates........................27
5.5 Registered Shareholders.....................................27
ARTICLE VI MISCELLANEOUS PROVISIONS....................................28
6.1 Certain Definitions.........................................28
6.2 Corporate Seal..............................................28
6.3 Fiscal Year.................................................28
6.4 Amendments..................................................28
6.5 General.....................................................28
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CIRCUIT CITY STORES, INC.
BYLAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
1.1 Place and Time of Meetings. Meetings of shareholders shall be held at
the principal office of the Corporation or at such place, either within or
without the Commonwealth of Virginia, and at such time as may be provided in the
notice of the meeting and approved by the Board of Directors.
1.2 Organization and Order of Business. The Chairman or, in the Chairman's
absence, the President shall serve as chairman at all meetings of the
shareholders. In the absence of both of the foregoing persons or if both of them
decline to serve, a majority of the shares entitled to vote at a meeting may
appoint any person entitled to vote at the meeting to act as chairman. The
Secretary or, in the Secretary's absence, an Assistant Secretary shall act as
secretary at all meetings of the shareholders. In the event that neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting may
appoint any person to act as secretary of the meeting.
The Chairman shall have the authority to make such rules and regulations,
to establish such procedures and to take such steps as he or she may deem
necessary or desirable for the proper conduct of each meeting of the
shareholders, including, without limitation, the authority to make the agenda
and to establish procedures for (i) dismissing of business not properly
presented, (ii) maintaining of order and safety, (iii) placing limitations on
the time allotted to questions or comments on the affairs of the Corporation,
(iv) placing restrictions on attendance at a meeting by persons or classes of
persons who are not shareholders or their proxies, (v) restricting entry to a
meeting after the time prescribed for the commencement thereof and (vi)
commencing, conducting and closing voting on any matter.
Any business which might properly have been conducted on an original
meeting date may come before an adjourned meeting when reconvened.
1.3 Annual Meeting. The annual meeting of shareholders shall be held on the
Tuesday in June of each year which is closest to June 16. If such day is a legal
holiday, then the annual meeting of shareholders shall be held on the next
succeeding business day. Alternatively, the annual meeting may be held at such
other time as may be provided in the notice of the meeting and approved by the
Board of Directors.
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At each annual meeting of shareholders, only such business shall be
conducted as is proper to consider and has been brought before the meeting (i)
pursuant to the Corporation's notice of the meeting, (ii) by or at the direction
of the Board of Directors or (iii) by a shareholder who is a shareholder of
record of a class of shares entitled to vote on the business such shareholder is
proposing and who is such a shareholder of record, both at the time of the
giving of the shareholder's notice hereinafter described in this Section 1.3 and
on the record date for such annual meeting, and who complies with the notice
procedures set forth in this Section 1.3.
In order to bring before an annual meeting of shareholders any business
which may properly be considered and which a shareholder has not sought to have
included in the Corporation's proxy statement for the meeting, a shareholder who
meets the requirements set forth in the preceding paragraph must give the
Corporation timely written notice. To be timely, a shareholder's notice must be
given, either by personal delivery to the Secretary or an Assistant Secretary at
the principal office of the Corporation or by first class United States mail,
with postage thereon prepaid, addressed to the Secretary at the principal office
of the Corporation. Any such notice must be received (i) on or after February
1st and before March 1st of the year in which the meeting will be held, if
clause (ii) is not applicable, or (ii) not less than 90 days before the date of
the meeting if the date of such meeting, as prescribed in these bylaws, has been
changed by more than 30 days.
Each such shareholder's notice shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) the name and
address, as they appear on the Corporation's stock transfer books, of the
shareholder proposing business, (ii) the class and number of shares of stock of
the Corporation beneficially owned by such shareholder, (iii) a representation
that such shareholder is a shareholder of record at the time of the giving of
the notice and intends to appear in person or by proxy at the meeting to present
the business specified in the notice, (iv) a brief description of the business
desired to be brought before the meeting, including the complete text of any
resolutions to be presented and the reasons for wanting to conduct such business
and (v) any interest which the shareholder may have in such business.
The Secretary or Assistant Secretary shall deliver each shareholder's
notice that has been timely received to the Chairman for review.
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Notwithstanding the foregoing provisions of this Section 1.3, a shareholder
seeking to have a proposal included in the Corporation's proxy statement for an
annual meeting of shareholders shall comply with the requirements of Regulation
14A under the Securities Exchange Act of 1934, as amended from time to time, or
with any successor regulation.
1.4 Special Meetings. Special meetings of the shareholders may be called
only by the Chairman, the President or the Board of Directors. Only business
within the purpose or purposes described in the notice for a special meeting of
shareholders may be conducted at the meeting.
1.5 Record Dates. The Board of Directors shall fix, in advance, a record
date to make a determination of shareholders entitled to notice of or to vote at
any meeting of shareholders or to receive any dividend or for any purpose, such
date to be not more than 70 days before the meeting or action requiring a
determination of shareholders.
When a determination of shareholders entitled to notice of or to vote at
any meeting of shareholders has been made, such determination shall be effective
for any adjournment of the meeting unless the Board of Directors fixes a new
record date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.
1.6 Notice of Meetings. Written notice stating the place, day and hour of
each meeting of shareholders and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given by mail not less
than 10 nor more than 60 days before the date of the meeting (except when a
different time is required in these Bylaws or by law) to each shareholder of
record entitled to vote at such meeting. Such notice shall be deemed to be
effective when deposited in first class United States mail with postage thereon
prepaid and addressed to the shareholder at his or her address as it appears on
the share transfer books of the Corporation.
Notice of a shareholder's meeting to act on (i) an amendment of the
Articles of Incorporation, (ii) a plan of merger or share exchange, (iii) the
sale, lease, exchange or other disposition of all or substantially all the
property of the Corporation otherwise than in the usual and regular course of
business or (iv) the dissolution of the Corporation, shall be given, in the
manner provided above, not less than 25 nor more than 60 days before the date of
the meeting. Any notice given pursuant to this section shall state that the
purpose, or one of the purposes, of the meeting is to consider such action and
shall be accompanied by (x) a copy of the proposed amendment, (y) a copy
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of the proposed plan of merger or share exchange or (z) a summary of the
agreement pursuant to which the proposed transaction will be effected. If only a
summary of the agreement is sent to the shareholders, the Corporation shall also
send a copy of the agreement to any shareholder who requests it.
If a meeting is adjourned to a different date, time or place, notice need
not be given if the new date, time or place is announced at the meeting before
adjournment. However, if a new record date for an adjourned meeting is fixed,
notice of the adjourned meeting shall be given to shareholders as of the new
record date unless a court provides otherwise.
Notwithstanding the foregoing, no notice of a meeting of shareholders need
be given to a shareholder if (i) an annual report and proxy statements for two
consecutive annual meetings of shareholders or (ii) all, and at least two,
checks in payment of dividends or interest on securities during a 12-month
period, have been sent by first-class United States mail, with postage thereon
prepaid, addressed to the shareholder at his or her address as it appears on the
share transfer books of the Corporation, and returned undeliverable. The
obligation of the Corporation to give notice of meetings of shareholders to any
such shareholder shall be reinstated once the Corporation has received a new
address for such shareholder for entry on its share transfer books.
1.7 Waiver of Notice; Attendance at Meeting. A shareholder may waive any
notice required by law, the Articles of Incorporation or these Bylaws before or
after the date and time of the meeting that is the subject of such notice. The
waiver shall be in writing, be signed by the shareholder entitled to the notice
and be delivered to the Secretary for inclusion in the minutes or filing with
the corporate records.
A shareholder's attendance at a meeting (i) waives objection to lack of
notice or defective notice of the meeting unless the shareholder, at the
beginning of the meeting, objects to holding the meeting or transacting business
at the meeting and (ii) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice unless the shareholder objects to considering the matter when it
is presented.
1.8 Quorum and Voting Requirements. Unless otherwise required by law, a
majority of the votes entitled to be cast on a matter constitutes a quorum for
action on that matter. Once a share is represented for any purpose at a meeting,
it is deemed present for quorum purposes for the remainder of the meeting and
for any adjournment of that meeting unless a new record date is
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or shall be set for that adjourned meeting. If a quorum exists, action on a
matter, other than the election of directors, is approved if the votes cast
favoring the action exceed the votes cast opposing the action unless a greater
number of affirmative votes is required by law. Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present. Less than a quorum may adjourn a meeting.
1.9 Proxies. A shareholder may vote his or her shares in person or by
proxy. A shareholder may appoint a proxy to vote or otherwise act for such
shareholder by signing an appointment form, either personally or by his or her
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate votes and is valid
for eleven (11) months unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his or her
authority under the appointment. An irrevocable appointment is revoked when the
interest with which it is coupled is extinguished. A transferee for value of
shares subject to an irrevocable appointment may revoke the appointment if the
transferee did not know of its existence when the shares were acquired and the
existence of the irrevocable appointment was not noted conspicuously on the
certificate representing the shares or on the information statement for shares
without certificates. Subject to any legal limitations on the right of the
Corporation to accept the vote or other action of a proxy and to any express
limitation on the proxy's authority appearing on the face of the appointment
form, the Corporation is entitled to accept the proxy's vote or other action as
that of the shareholder making the appointment. Any fiduciary who is entitled to
vote any shares may vote such shares by proxy.
1.10 Voting List. The officer or agent having charge of the share transfer
books of the Corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of and the number of shares
held by each. For a period of ten days prior to the meeting, such list shall be
kept on file at the registered office of the Corporation or at its principal
office or at the office of its
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transfer agent or registrar and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting for
the purpose thereof. The original share transfer books shall be prima facie
evidence as to which shareholders are entitled to examine such list or transfer
books or to vote at any meeting of the shareholders. The right of a shareholder
to inspect such list prior to the meeting shall be subject to the conditions and
limitations set forth by law. If the requirements of this section have not been
substantially complied with, the meeting shall, on the demand of any shareholder
in person or by proxy, be adjourned until such requirements are met. Refusal or
failure to prepare or make available the shareholders' list does not affect the
validity of action taken at the meeting prior to the making of any such demand,
but any action taken by the shareholders after the making of any such demand
shall be invalid and of no effect.
ARTICLE II
DIRECTORS
2.1 General Powers. The Corporation shall have a Board of Directors. All
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation managed under the direction of, its
Board of Directors, and such officers and agents as the Board of Directors may
elect to employ, subject to any limitation set forth in the Articles of
Incorporation.
2.2 Number and Term. The number of directors shall be thirteen (13). This
number may be increased or decreased from time to time by amendment to these
Bylaws to the extent permitted by law and by the Corporation's Articles of
Incorporation. Except as provided in Section 2.5, directors shall be elected for
terms of three (3) years in the manner set forth in the Articles of
Incorporation and shall serve until the election of their successors. No
decrease in the number of directors shall have the effect of changing the term
of any incumbent director. Unless a director resigns or is removed by the
majority vote of the shareholders, every director shall hold office for the term
elected or until a successor to such director shall have been elected.
2.3 Nomination of Directors. Nominations for the election of directors may
be made by the Board of Directors or by any shareholder entitled to vote in the
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election of directors generally. However, any shareholder entitled to vote in
the election of directors generally may nominate one or more persons for
election as directors at a meeting only if written notice of such shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of shareholders 120 days in advance of such meeting or (ii) with
respect to a special meeting of shareholders for the election of directors, the
close of business on the seventh day following the date on which notice of such
meeting is first given to shareholders.
Each such notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Corporation if so elected. The Chairman may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
2.4 Election. Except as provided in Section 2.5, the directors shall be
elected by the holders of the common shares at each annual meeting of
shareholders or at a special meeting called for such purpose. Those persons who
receive the greatest number of votes shall be deemed elected even though they do
not receive a majority of the votes cast. No individual shall be named or
elected as a director without such individual's prior consent.
2.5 Removal; Vacancies. The shareholders may remove one or more directors
with or without cause. If a director is elected by a voting group, only the
shareholders of that voting group may elect to remove the director. Unless the
Articles of Incorporation require a greater vote, a director may be removed if
the number of votes cast to remove the director constitutes a majority of the
votes entitled to be cast at an election of directors of the voting group or
voting groups by which such director was elected. A director may be removed by
the
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shareholders only at a meeting called for the purpose of removing such director
and the meeting notice must state that the purpose, or one of the purposes of
the meeting, is removal of the director.
A vacancy on the Board of Directors, including a vacancy resulting from the
removal of a director or an increase in the number of directors, may be filled
by (i) the shareholders, (ii) the Board of Directors or (iii) the affirmative
vote of a majority of the remaining directors though less than a quorum of the
Board of Directors and may, in the case of a resignation that will become
effective at a specified later date, be filled before the vacancy occurs but the
new director may not take office until the vacancy occurs. The foregoing
notwithstanding, the aggregate number of vacancies resulting from increases in
the number of directors which may be created and filled by action of the Board
of Directors between annual meetings of shareholders shall be limited to two.
Any director elected by the Board of Directors shall serve until the next annual
meeting of shareholders or until the election of a successor to such director.
2.6 Annual and Regular Meetings. An annual meeting of the Board of
Directors, which shall be considered a regular meeting, shall be held
immediately following each annual meeting of shareholders for the purpose of
electing officers and carrying on such other business as may properly come
before the meeting. The Board of Directors may also adopt a schedule of
additional meetings which shall be considered regular meetings. Regular meetings
shall be held at such times and at such places, within or without the
Commonwealth of Virginia, as the Chairman, the President or the Board of
Directors shall designate from time to time. If no place is designated, regular
meetings shall be held at the principal office of the Corporation.
2.7 Special Meetings. Special meetings of the Board of Directors may be
called by the President, the Board of Directors or any two Directors of the
Corporation and shall be held at such times and at such places, within or
without the Commonwealth of Virginia, as the person or persons calling the
meetings shall designate. If no such place is designated in the notice of a
meeting, it shall be held at the principal office of the Corporation.
2.8 Notice of Meetings. No notice need be given of regular meetings of the
Board of Directors.
Notices of special meetings of the Board of Directors shall be given to
each director in person or delivered to his or her residence or business address
(or such other place as the director may have directed in writing) not less than
twenty-four
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(24) hours before the meeting by mail, messenger, telecopy, telegraph or other
means of written communication or by telephoning such notice to the director.
Any such notice shall set forth the time and place of the meeting.
2.9 Waiver of Notice; Attendance at Meeting. A director may waive any
notice required by law, the Articles of Incorporation or these Bylaws before or
after the date and time stated in the notice and such waiver shall be equivalent
to the giving of such notice. Except as provided in the next paragraph of this
section, the waiver shall be in writing, signed by the director entitled to the
notice and filed with the minutes or corporate records.
A director's attendance at or participation in a meeting waives any
required notice to such director of the meeting unless the director, at the
beginning of the meeting or promptly upon arrival, objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting.
2.10 Quorum; Voting. A majority of the number of directors fixed in these
Bylaws shall constitute a quorum for the transaction of business at a meeting of
the Board of Directors. If a quorum is present when a vote is taken, the
affirmative vote of a majority of the directors present is the act of the Board
of Directors. A director who is present at a meeting of the Board of Directors
or a committee of the Board of Directors when corporate action is taken is
deemed to have assented to the action taken unless (i) the director objects, at
the beginning of the meeting or promptly upon arrival, to holding it or
transacting specified business at the meeting or (ii) the director votes against
or abstains from the action taken.
2.11 Telephonic Meetings. The Board of Directors may permit any or all
directors to participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.
2.12 Action Without Meeting. Action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if the action
is taken by all members of the Board. The action shall be evidenced by one or
more written consents stating the action taken, signed by each director either
before or after the action is taken and included in the minutes or filed with
the corporate records. Action taken under this section shall be effective when
the last director signs the
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consent unless the consent specifies a different effective date in which event
the action taken is effective as of the date specified therein provided the
consent states the date of execution by each director.
2.13 Compensation. Directors shall not receive a stated salary for
their services, but directors may be paid a fixed sum and expenses for
attendance at any regular or special meeting of the Board of Directors or any
meeting of any Committee and such other compensation as the Board of Directors
shall determine. A director may serve or be employed by the Corporation in any
other capacity and receive compensation thereafter.
2.14 Director Emeritus. The Board may appoint to the position of Director
Emeritus any retiring director who has served not less than three years as a
director of the Corporation. Such person so appointed shall have the title of
"Director Emeritus" and shall be entitled to receive notice of, and to attend
all meetings of the Board, but shall not in fact be a director, shall not be
entitled to vote, shall not be counted in determining a quorum of the Board and
shall not have any of the duties or liabilities of a director under law.
2.15 Chairman and Vice Chairman. The Chairman of the Board, if one is
designated by the Board of Directors, shall preside at all meetings of the Board
and of shareholders and perform such other duties as the Board shall assign from
time to time. The Vice Chairman of the Board, if one is designated by the Board
of Directors, shall at the request of or in the absence of the Chairman of the
Board, preside at meetings of the Board and of shareholders and, when requested
to do so by the Board, shall perform all of the functions of the Chairman of the
Board during the absence or incapacity of the latter.
ARTICLE III
COMMITTEES OF DIRECTORS
3.1 Committees. The Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. Unless otherwise
provided in these Bylaws, each committee shall have two or more members who
serve at the pleasure of the Board of Directors. The creation of a committee and
appointment of members to it shall be approved by a majority of all of the
directors in office when the action is taken.
3.2 Authority of Committees. To the extent specified by the Board of
Directors, each committee may exercise the authority of the Board of Directors,
except that a committee may not (i) approve or recommend to shareholders action
that is required by
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law to be approved by shareholders, (ii) fill vacancies on the Board of
Directors or on any of its committees, (iii) amend the Articles of
Incorporation, (iv) adopt, amend, or repeal these Bylaws, (v) approve a plan of
merger not requiring shareholder approval, (vi) authorize or approve a
distribution, except according to a general formula or method prescribed by the
Board of Directors or (vii) authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares; provided, however,
that the Board of Directors may authorize a committee, or a senior executive
officer of the Corporation, to do so within limits specifically prescribed by
the Board of Directors.
3.3 Executive Committee. The Board of Directors may appoint an Executive
Committee consisting of not less than two directors which committee shall have
all of the authority of the Board of Directors except to the extent such
authority is limited by the provisions of Section 3.2.
3.4 Audit Committee. The Board of Directors shall appoint each year an
Audit Committee, which shall be composed of at least three members of the Board,
all of whom have no relationship to the Corporation that may, in the opinion of
the Board of Directors, interfere with the exercise of their independence from
management and the Corporation. In addition, the members of the Committee shall
satisfy the requirements for audit committee membership imposed by the New York
Stock Exchange on audit committees of listed public companies and any
eligibility requirements of the Securities and Exchange Commission with regard
to companies whose securities are registered under the Securities Exchange Act
of 1934, as amended. The Audit Committee shall assist the Board of Directors in
fulfilling its responsibility relating to the corporate accounting and reporting
practices of the Corporation. Subject to the approval of the Board of Directors,
the Audit Committee shall adopt and from time to time assess and revise a
written charter which will specify how the Committee will carry out its
responsibilities and such other matters as the Board and the Audit Committee
determine are necessary or desirable.
3.5 Nominating and Structure Committee. The Board of Directors shall
appoint each year a Nominating and Structure Committee, which shall be composed
of at least three members of the Board, a majority of whom shall be independent
directors (as defined in Section 6.1). The functions of this Committee shall
include the following:
1. Review the performance and contributions of existing directors for the
purpose of recommending whether they be nominated for a successive
term.
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2. Recommend policies with regard to the size, composition and function
of the Board.
3. Suggest persons to fill vacancies on the Board and maintain files on
names submitted.
4. Assist the Chairman of the Board in carrying out an orientation
program for new directors.
5. Review and recommend to the Board changes and improvements in the
functioning of the Board.
6. Review and recommend compensation levels for non-management directors.
3.6 Compensation and Personnel Committee. The Board of Directors shall
appoint each year a Compensation and Personnel Committee, which shall be
composed of at least three members of the Board, all of whom shall be
independent directors (as defined in Section 6.1), and which shall have the
following duties:
1. Review and recommend to the Board current management compensation
programs including salaries, bonuses and fringe benefits and the
creation of new officerships.
2. Review and report to the Board on the funding and adequacy of existing
retirement programs, and recommend new programs, if appropriate. (This
responsibility does not include investment policy and other
responsibilities of the Trustees of the Retirement Plan.)
3. Award and administer pursuant to existing authority, the Corporation's
stock incentive programs and review and recommend similar future
programs, if any.
4. Review top management organization, assist the CEO in determining that
the Corporation has adequate depth and breadth of management to carry
out its expansion programs and to provide for succession in the event
of retirement or the unanticipated departure of a key executive.
5. Review the Corporation's programs for attracting, developing and
compensating management personnel at lower and middle levels.
3.7 Committee Meetings; Miscellaneous. The provisions of these Bylaws which
govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements of the Board of Directors shall apply to
committees of directors and their members as well.
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ARTICLE IV
OFFICERS
4.1 Officers. The officers of the Corporation shall be a President, a
Secretary, a Chief Financial Officer, and, in the discretion of the Board of
Directors or the President, one or more Vice-Presidents and such other officers
as may be deemed necessary or advisable to carry on the business of the
Corporation. Any two or more offices may be held by the same person.
4.2 Election; Term. Officers shall be elected by the Board of Directors.
The President may, from time to time, appoint other officers. Officers elected
by the Board of Directors shall hold office, unless sooner removed, until the
next annual meeting of the Board of Directors or until their successors are
elected. Officers appointed by the President shall hold office, unless sooner
removed, until their successors are appointed. The action of the President in
appointing officers shall be reported to the next regular meeting of the Board
of Directors after it is taken. Any officer may resign at any time upon written
notice to the Board of Directors or the President and such resignation shall be
effective when notice is delivered unless the notice specifies a later effective
date.
4.3 Removal of Officers. The Board of Directors may remove any officer at
any time, with or without cause. The President may remove any officer he
appointed by the President at any time, with or without cause. Such action shall
be reported to the next regular meeting of the Board of Directors after it is
taken.
4.4 Duties of the President. The President shall be the Chief Executive
Officer of the Corporation and a member of the Board of Directors. The
President, in the absence of the Chairman of the Board and the Vice Chairman of
the Board, shall preside at all meetings of the Board of Directors and
shareholders, shall have power to call special meetings of the shareholders and
directors for any purpose; may hire, appoint and discharge employees and agents
of the Corporation and fix their compensation; may make and sign deeds,
mortgages, deeds of trust, notes, leases, powers of attorney, contracts and
agreements in the name and on behalf of the Corporation; shall have power to
carry into effect all directions of the Board of Directors; and shall have
general supervision of the business of the
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Corporation, except as may be limited by the Board of Directors, the Articles of
Incorporation, or these bylaws.
4.5 Duties of the Vice President. Such Vice Presidents, in the order
designated by the Board of Directors from time to time, shall exercise all of
the functions of the President during the absence or incapacity of the latter
and shall perform such other duties as may be assigned to them by the Board of
Directors or the President.
4.6 Duties of the Secretary. The Secretary shall be the ex-officio clerk of
the Board of Directors and shall give, or cause to be given, notices of all
meetings of shareholders and directors, and all other notices required by law or
by these Bylaws. The Secretary shall record the proceedings of the meetings of
the shareholders, Board of Directors and committees of the Board of Directors,
in books kept for that purpose and shall keep the seal of the Corporation and
attach it to all documents requiring such impression unless some other officer
is designated to do so by the Board of Directors. The Secretary shall also
perform such other duties as may be assigned by the Board of Directors or the
President.
4.7 Duties of the Chief Financial Officer. The Chief Financial Officer
shall keep or cause to be kept full and accurate books of account, and may make
and sign deeds, mortgages, deeds of trust, notes, leases, contracts and
agreements in the name and on behalf of the Corporation. Whenever required by
the Board of Directors or the President, the Chief Financial Officer shall
render a financial statement showing all transactions of the Corporation and the
financial condition of the Corporation.
4.8 Duties of the Assistant Secretary. There may be one or more Assistant
Secretaries who shall exercise all of the functions of the Secretary during the
absence or incapacity of the latter and such other duties as may be assigned
from time to time by the Board of Directors or the President.
4.9 Duties of Other Officers. The other officers of the Corporation, which
may include Assistant Vice Presidents, a Treasurer, Assistant Treasurers, a
Controller or Assistant Controllers, shall have such authority and perform such
duties as shall be prescribed by the Board of Directors or by officers
authorized by the Board of Directors to appoint them to their respective
offices. To the extent that such duties are not so stated, such officers shall
have such authority and perform the duties which generally pertain to their
respective offices, subject to the control of the President or the Board of
Directors.
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4.10 Voting Securities of Other Corporations. Unless otherwise provided by
the Board of Directors, each of the President or the Chief Financial Officer, in
the name and on behalf of the Corporation, may appoint from time to time himself
or herself or any other person (or persons) proxy, attorney or agent for the
Corporation to cast the votes which the Corporation may be entitled to cast as a
shareholder, member or otherwise in any other corporation, partnership or other
legal entity, domestic or foreign, whose stock, interests or other securities
are held by the Corporation, or to consent in writing to any action by such
other entity, or to exercise any or all other powers of this Corporation as the
holder of the stock, interests or other securities of such other entity. Each of
the President or the Chief Financial Officer may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent and
may execute or cause to be executed on behalf of the Corporation and under its
corporate seal such written proxies, consents, waivers, or other instruments as
may be deemed necessary or proper. Each of the President or the Chief Financial
Officer may attend any meeting of the holders of stock, interests or other
securities of any such other entity and vote or exercise any or all other powers
of this Corporation as the holder of the stock, interest or other securities of
such other entity.
4.11 Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors or the Compensation and Personnel
Committee.
4.12 Bonds. The Board of Directors may require that any or all officers,
employees and agents of the Corporation give bond to the Corporation, with
sufficient sureties, conditioned upon the faithful performance of the duties of
their respective offices or positions.
ARTICLE V
EVIDENCE OF SHARES
5.1 Form. Shares of the Corporation shall, when fully paid, be evidenced by
certificates containing such information as is required by law and approved by
the Board of Directors. Alternatively, the Board of Directors may authorize the
issuance of some or all shares without certificates. In such event, within a
reasonable time after issuance, the Corporation shall mail to the shareholder a
written confirmation of its records with respect to such shares containing the
information required by law. When issued, certificates shall be signed by the
Chairman of the Board, the President or a Vice President
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designated by the Board and the Secretary or an Assistant Secretary and may (but
need not) be sealed with the seal of the Corporation. The seal of the
Corporation and any or all of the signatures on a share certificate may be
facsimile. If any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such individual were
such officer, transfer agent or registrar on the date of issue.
5.2 Transfer. The Board of Directors may make rules and regulations
concerning the issue, registration and transfer of shares and/or certificates
representing the shares of the Corporation. Transfers of shares and/or of the
certificates representing such shares shall be made upon the books of the
Corporation by surrender of the certificates representing such shares, if any,
accompanied by written assignments given by the record owners thereof or their
attorneys-in-fact.
5.3 Restrictions on Transfer. A lawful restriction on the transfer or
registration of transfer of shares is valid and enforceable against the holder
or a transferee of the holder if the restriction complies with the requirements
of law and its existence is noted conspicuously on the front or back of any
certificate representing the shares or has been otherwise communicated in
accordance with the requirements of law. Unless so noted or communicated, a
restriction is not enforceable against a person without knowledge of the
restriction.
5.4 Lost or Destroyed Share Certificates. The Corporation may issue a new
share certificate or a written confirmation of its records with respect to
shares in the place of any certificate theretofore issued which is alleged to
have been lost or destroyed and may require the owner of such certificate, or
such owner's legal representative, to give the Corporation a bond, with or
without surety, or such other agreement, undertaking or security as the Board of
Directors shall determine is appropriate, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or
destruction or the issuance of any such new certificate.
5.5 Registered Shareholders. The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person. The
Corporation shall not be liable for registering any transfer of shares which are
registered in the name of a fiduciary unless done with actual
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knowledge of facts which would cause the Corporation's action in registering the
transfer to amount to bad faith.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Certain Definitions. As used in these Bylaws, the term "independent"
has the following meaning: A director is considered to be independent if the
individual has no relationship to the Corporation that may, in the business
judgment of the Board of Directors, interfere with the exercise of his or her
independence from management and the Corporation.
6.2 Corporate Seal. The corporate seal of the Corporation shall be circular
and shall have inscribed thereon, within and around the circumference, the name
of the Corporation. In the center shall be the word "SEAL".
6.3 Fiscal Year. The fiscal year of the Corporation shall begin on the
first day of March of each year and end on the last day of February in the next
succeeding year.
6.4 Amendments. The power to alter, amend or repeal the Bylaws or adopt new
bylaws shall be vested in the Board of Directors unless otherwise provided in
the Articles of Incorporation. Bylaws adopted by the Board of Directors may be
repealed or changed or new bylaws adopted by the shareholders, and the
shareholders may prescribe that any bylaw adopted by them may not be altered,
amended or repealed by the Board of Directors.
6.5 General. Any matters not specifically covered by these Bylaws shall be
governed by the applicable provisions of the Code of Virginia in force at the
time.
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Exhibit 5
[Letterhead of McGuire Woods Battle & Boothe LLP]
March 24, 2000
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, as
amended and restated February 15, 2000 (the "Plan"). The Registration Statement
covers (i) 1,000,000 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 (ii) 1,000,000 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 1,000,000 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 1,000,000 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 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 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.
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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
30
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
March 24, 2000
31
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L. Sharp 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)
1,000,000 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 February 15, 2000; 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 February, 2000.
/s/ Michael T. Chalifoux
----------------------------
Michael T. Chalifoux
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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)
1,000,000 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 February 15, 2000; 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 February, 2000.
/s/ Richard L. Sharp
------------------------
Richard L. Sharp
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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 a 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 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 February 15,
2000; 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.
[Signatures on next page]
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IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 15th day of February, 2000.
/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/ W. Alan McCollough /s/ Hugh G. Robinson
- ------------------------------ -----------------------------
W. Alan McCollough Hugh G. Robinson
/s/ Mikael Salovaara /s/ John W. Snow
- ----------------------------- -----------------------------
Mikael Salovaara John W. Snow
/s/ Edward Villanueva /s/ Alan L. Wurtzel
- ----------------------------- -----------------------------
Edward Villanueva Alan L. Wurtzel
35
Exhibit 99.1
1997 CIRCUIT CITY STORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
FOR CARMAX GROUP EMPLOYEES
AS AMENDED AND RESTATED
EFFECTIVE FEBRUARY 15, 2000
The 1997 Circuit City Stores, Inc. Employee Stock Purchase Plan for CarMax
Group Employees as Amended and Restated effective February 15, 2000 (the "CarMax
Plan") provides eligible employees of CarMax, Inc., a Virginia corporation (the
"Company"), and its Subsidiaries an opportunity to purchase Circuit City Stores,
Inc. -- CarMax Group Common Stock as designated in the Amended and Restated
Articles of Incorporation of Circuit City Stores, Inc. ("CarMax Group Stock")
through payroll deductions and to receive a Company match for a portion of their
payroll deductions.
1. Definitions. For the purposes of the CarMax Plan the following terms
have the stated definitions. Additional terms are defined in the sections below.
Benefits Department - The employee benefits department at Circuit City.
Broker - A broker/dealer meeting the requirements and selected by the Plan
Administrator as provided in Section 4.
CarMax Group Companies - CarMax, Inc. and its Subsidiaries.
Circuit City - Circuit City Stores, Inc.
Circuit City Group Companies - Circuit City and its Subsidiaries other than the
CarMax Group Companies.
Circuit City Plan - 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan,
as Amended and Restated effective March 1, 1999, and as the same may be further
amended from time to time.
Committee - The Compensation and Personnel Committee of the Board of Directors
of Circuit City.
Compensation - All cash 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 and those paid in the form
of relocation bonuses, housing allowances or other payments in connection with
employee relocations.
Eligible Employees - Employees who meet the requirements set forth in Section 3.
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Eligibility Status - Employment with the CarMax Group Companies as a Regular
Associate and as either (i) a Full-time Associate or (ii) a Part-time I
Associate hired before June 1, 1993. The capitalized terms used in the preceding
sentence which are not defined in the CarMax Plan shall have the meanings
assigned to them in the Company's Policies and Procedures Manual. Determinations
regarding the status of an Employee for purposes of the CarMax Plan may be made
from time to time by the Plan Administrator, but shall in each instance be
uniform in nature and applicable to all persons similarly situated.
Employee - Any person who is employed as a common law employee on the employing
company's United States payroll. Persons engaged as independent contractors are
not included in the definition of Employee.
Enrollment Date - The dates on which Eligible Employees may begin participation
in the CarMax Plan. Enrollment Dates occur on the first day of each month.
Participating Employees - Eligible Employees who participate in the CarMax Plan.
Plan Administrator - An Employee of Circuit City or one of its Subsidiaries
appointed by the Committee as provided in Section 4.
Subsidiary - 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 Committee determines that the entity should not be
considered a Subsidiary for purposes of the CarMax 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 CarMax Plan only if the
Committee determines that the entity should be so considered.
2. Amount of Stock Subject to the CarMax Plan. The total number of shares
of CarMax Group Stock which may be purchased under the CarMax Plan shall be
2,000,000, subject to adjustment as provided in Section 15. Such shares may be
newly issued shares that have been authorized but not yet issued or may be
shares purchased for Participating Employees on the open market.
3. Eligible Employees. All present and future Employees of the CarMax Group
Companies who have been employed by a CarMax Group Company and/or a Circuit City
Group Company for at least one year are eligible to participate in the CarMax
Plan, except: (i) Employees whose status is not within the definition of
Eligibility Status, (ii) Employees who are subject to Section 16 of the
Securities Exchange Act of 1934, as amended, with respect to securities of
Circuit City, (iii) Employees who are officers of CarMax Group Companies, or
(iv) Employees who have not reached the age of majority in the state in which
the Employee maintains his or her residence.
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If an Employee has one year of service but is excluded from participation
in the CarMax Plan due to the requirements set forth in (i), (ii), (iii) or (iv)
in the preceding paragraph, the Employee will be eligible to participate in the
CarMax Plan on the first Enrollment Date after he or she is no longer excluded
because of such requirements. Continuity of service for purposes of the CarMax
Plan is defined by the Rehire/Reinstatement and Change of Status Policy in
effect for Employees of the CarMax Group Companies at the time the eligibility
determination is made.
4. Administration of the CarMax Plan. The CarMax Plan shall be administered
by the Committee. The Committee shall have all powers necessary to administer
the CarMax Plan, including but not limited to the power to construe and
interpret the CarMax Plan's documents; to decide all questions relating to an
Employee's employment status and eligibility to participate in the CarMax Plan;
to make adjustments to the limitations on payroll deductions set forth in
Section 6; to employ such other persons as are necessary for the proper
administration of the CarMax Plan; and to make all other determinations
necessary or advisable in administering the CarMax Plan. Any construction,
interpretation, or application of the CarMax Plan by the Committee shall be
final, conclusive and binding.
The Committee shall appoint an officer or other Employee of Circuit City or
one of its Subsidiaries to serve as the CarMax Plan Administrator ("Plan
Administrator"). The Plan Administrator shall be authorized to designate other
Employees of Circuit City or its Subsidiaries to assist him or her in carrying
out his or her responsibilities under the CarMax Plan. The Plan Administrator
and his or her designees shall be responsible for the general administration of
the CarMax Plan including establishment of operating procedures and document
submission deadlines and such other matters as the Committee deems necessary for
the efficient and proper administration of the CarMax Plan.
The Plan Administrator shall appoint a broker/dealer registered with
the Securities and Exchange Commission and a member of the National Association
of Securities Dealers and the New York Stock Exchange ("Broker") in order to
fulfill duties of the Broker set forth herein. The Plan Administrator shall also
have the authority to replace any Broker he or she has appointed for the CarMax
Plan with another broker/dealer meeting the foregoing requirements.
5. Participation in the CarMax Plan. An Eligible Employee may commence
or recommence participation in the CarMax Plan effective on any Enrollment Date
by completing and delivering on a timely basis to the Benefits Department a form
prescribed by the Plan Administrator (the "Enrollment Form").
An Employee seeking to participate in the CarMax Plan must deliver an
Enrollment Form to the Benefits Department so that it is received sufficiently
prior to the Enrollment Date to allow processing by the Benefits Department. The
Plan Administrator may establish a submission deadline for Enrollment Forms. The
Enrollment Form shall authorize payroll deductions from the Employee's
Compensation and authorize the Broker to establish an individual securities
account for the Employee ("Brokerage Account").
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A Participating Employee's contributions will begin in the pay period that
includes the Enrollment Date that the Employee's enrollment is effective. The
amount of the Participating Employee's contribution will be based on his or her
Compensation for the entire pay period in which the first day of the month
occurs, even if part of that pay period is before the first day of the month.
6. Payroll Deductions and Limitations. Payroll deductions shall be a
percentage of the Participating Employee's Compensation for each payroll period
as specified in the Participating Employee's Enrollment 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 shall be
made in 1% increments. The Plan Administrator shall have the power to change
these percentage limitations.
The maximum amount that may be contributed by each Participating Employee
to the CarMax Plan and the Circuit City Plan, in the aggregate, 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 CarMax Group Stock and payroll deductions under the CarMax Plan
shall be suspended for the remainder of the calendar year. However, the
Participating Employee shall continue to be a participant under the CarMax Plan
unless he or she elects to stop contributions in the manner described in Section
16 or his or her participation terminates under Section 17 and the Employee's
purchases of CarMax Group Stock and payroll deductions will be resumed for the
first full 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.
7. Changes in Payroll Deductions. A Participating Employee may change the
percentage of his or her payroll deductions, subject to the minimum, maximum and
allowed increments set forth in Section 6. To accomplish this, the Participating
Employee must submit to the Benefits Department a new Enrollment Form stating
the new deduction percentage. The change will be effective as of the first of
the next month if the Enrollment Form is received sufficiently prior to the
first of the month to allow processing by the Benefits Department. Deadlines for
submission of Enrollment Forms for the purpose of changing payroll deductions
may be established by the Plan Administrator. A Participating Employee may also
elect to stop making contributions in the manner described in Section 16.
8. Purchase Price. The purchase price under the CarMax Plan for each
share of CarMax Group Stock shall be (i) the average cost of all shares
purchased for a particular month on the open market ("Open Market Purchase
Price") when the shares are purchased on the open market; or (ii) the closing
price of CarMax Group Stock on the New York Stock Exchange on the last business
day of the month ("New Issue Purchase Price") when the shares are purchased from
Circuit City.
9. Method of Purchase. The shares of CarMax Group Stock shall be purchased
once each month in one of the following manners at Circuit City's discretion:
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(a) Shares Purchased on the Open Market. The Company shall transmit the
aggregate payroll deductions from the prior month together with the related
Company Contribution (described below) and information on each Participating
Employee's contribution to the Broker promptly after the end of each month. On a
date as soon as practicable following receipt of the funds, the Broker will
commence applying the funds to purchase CarMax Group Stock on the open market.
As soon as practicable after completing the purchase of the shares, the Broker
shall credit the Brokerage Account for each Participating Employee with as many
shares and fractional interests in shares as the Participating Employee's
contribution and the Company Contribution will allow, based on the Open Market
Purchase Price; or
(b) Shares Purchased Directly from Circuit City. Promptly after the end
of each month, the Company shall transmit the aggregate payroll deductions from
such month to Circuit City together with the related Company Contribution, and
Circuit City shall issue and forward to the Broker the number of shares of
CarMax Group Stock that the Participating Employees' contributions and the
related Company Contribution have purchased at the New Issue Purchase Price. The
Company shall also submit to the Broker information on each Participating
Employee's contribution. As soon as practicable following receipt of the shares
and related information, the Broker shall credit the Brokerage Account for each
Participating Employee with his or her proportionate interest in the shares
delivered, based on the New Issue Purchase Price.
10. Company Match. The Company shall contribute an amount each month
("Company Contribution") towards the purchase of shares for the Participating
Employees. The Company Contribution is set by the Board of Directors of Circuit
City and is currently 15% of each Participating Employee's contribution. The
Company Contribution shall be used to purchase shares for Participating
Employees as described in Section 9.
11. Dividend Reinvestment. Each Brokerage Account shall be established with
the following default dividend policy. Cash dividends, if any, paid with respect
to the CarMax Group Stock held in each Brokerage Account under the CarMax Plan
shall be automatically reinvested in CarMax Group Stock, unless the
Participating Employee directs otherwise. The reinvestment shall be effected by
the Broker on the open market at the Participating Employee's expense as soon as
the Broker receives the cash dividends. The Company will not match reinvested
dividends and will not pay any expenses associated with reinvesting dividends.
The Committee shall have the right at any time or from time to time upon
written notice to the Broker to change the default dividend reinvestment policy
for future Brokerage Accounts which are established under the CarMax Plan.
12. Rights as a Shareholder. A Participating Employee shall have the right
to vote full shares of CarMax Group Stock held in the Participating Employee's
Brokerage Account and the right to receive annual reports, proxy statements and
other documents sent to shareholders of CarMax Group Stock generally; provided,
however, that so long as such shares are held for a Participating Employee by
the Broker, if a Participating Employee fails to respond in a timely manner to a
request for instructions with respect to voting, the Broker shall take such
action with respect to the shares held for the Participating Employee as
permitted by the New York Stock Exchange rules. To the extent that such rules
and applicable law permit, the Broker shall vote shares with respect to which no
specific voting instructions are given in accordance with the recommendations of
the Board of Directors of Circuit City.
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By instructing the Broker in accordance with the terms and conditions of
the Brokerage Agreement (defined below), a Participating Employee shall have the
right at any time:
(a) to obtain a certificate for the whole shares of CarMax Group Stock
credited to the Participating Employee's Brokerage Account; or
(b) to direct that any whole shares of CarMax Group Stock in the Brokerage
Account be sold, and that the proceeds, less selling expenses, be remitted to
the Participating Employee or remain in the Brokerage Account pending further
instructions.
13. Rights Not Transferable. Rights under the CarMax Plan are not
transferable by a Participating Employee.
14. Joint Accounts. Participating Employees may, to the extent permitted by
the Broker, establish Brokerage Accounts as joint accounts with rights therein
as prescribed under applicable state law.
15. Certain Adjustments in the Case of Stock Dividends or Splits. The
Committee shall make appropriate adjustments in the number of shares of CarMax
Group Stock which may be purchased under the CarMax Plan if there are changes in
the CarMax Group Stock by reason of stock dividends, stock splits, reverse stock
splits, recapitalization, merger or consolidation.
16. Stopping Contributions. A Participating Employee may stop his or her
contributions by completing the appropriate section of the Enrollment Form and
delivering the form to the Benefits Department. Payroll Deductions will stop the
pay period after the completed Enrollment Form is processed by the Benefits
Department. In addition, contributions will be automatically stopped for any
Participating Employee who goes on a leave of absence without pay, effective
when the Employee ceases to be paid by the Company.
After contributions for an Employee have been stopped, the Broker will
leave the Brokerage Account open and the Employee will be responsible for any
account fees. Shares may be left in the Brokerage Account or the Employee may
sell the shares or request a certificate. If dividends are being paid and
reinvested at the time of withdrawal, they will continue to be reinvested (if
paid) unless the Employee requests the Broker to pay them in cash. The Employee
may also ask the Broker to close the Brokerage Account.
An Employee for whom contributions have been stopped may start
contributions again pursuant to Section 5 at any time when the Employee is an
Eligible Employee.
17. Termination of Participation in the CarMax Plan. An Employee's
participation in the CarMax Plan shall terminate upon the Employee's: (i)
ceasing to be employed by a CarMax Group Company, whether by reason of death or
otherwise, (ii) ceasing to meet the eligibility requirements set forth in
Section 3 or (iii) becoming an independent contractor ("Terminated
Participant").
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With respect to each Terminated Participant: (i) payroll deductions shall
cease at the next payroll period after the Benefits Department has received and
processed notification of termination of participation, (ii) purchases shall be
made through the calendar month in which the last payroll deduction is made, and
(iii) the Brokerage Account shall remain open subject to the same limitations
and conditions set forth in the second paragraph of Section 16.
An Employee who has become a Terminated Participant may recommence
participation pursuant to Section 5 when he or she again becomes an Eligible
Employee.
18. Employees Transferred from a Circuit City Group Company. An Employee
who transfers from a Circuit City Group Company may participate in the CarMax
Plan as soon as the Employee is an Eligible Employee. If the transferred
Employee already has a Brokerage Account due to participation in the Circuit
City Plan (or from prior participation in the CarMax Plan), the same Brokerage
Account will be used for new purchases.
19. Amendment of the CarMax Plan. The Circuit City Board of Directors may,
at any time, or from time to time, amend the CarMax Plan in any respect.
20. Termination of the CarMax Plan. The CarMax Plan and all rights of
Employees hereunder shall terminate:
(a) on the last business day of any month that Participating Employees
become entitled to purchase a number of shares of CarMax Group Stock greater
than the number of shares remaining unpurchased out of the total number of
shares which may be purchased under the CarMax Plan; or
(b) at any earlier date at the discretion of the Circuit City Board of
Directors.
In the event that the CarMax Plan terminates under circumstances described
in (a) above, the CarMax Group Stock remaining unpurchased as of the termination
date shall be allocated to Participating Employees for purchase on a pro rata
basis.
Upon termination of the CarMax Plan, Brokerage Accounts shall remain open
subject to the same limitations and conditions set forth in the second paragraph
of Section 16.
21. Brokerage Account. The relationship between the Broker and each
Participating Employee shall be governed by a separate agreement of terms and
conditions between them which may be set forth in the Enrollment Form or a
separate document ("Brokerage Agreement"). In electing to participate in the
CarMax Plan, a Participating Employee shall be deemed to have accepted the terms
of the Brokerage Agreement.
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22. Payment of Expenses. The Company shall pay all expenses associated with
purchases under the CarMax Plan, including brokerage commissions, if any. The
Company will not pay expenses for other transactions in the Participating
Employee's Brokerage Account, including sales of securities, dividend
reinvestments, issuance of stock certificates, purchases of securities outside
the CarMax Plan or expenses associated with open Brokerage Accounts where the
owner is not a Participating Employee.
23. Transition for Current Plan Participants. All Eligible Employees,
including Eligible Employees who participated in the 1997 Circuit City Stores,
Inc. Employee Stock Purchase Plan for CarMax Group Employees as in effect prior
to March 1, 1999 ("Old Plan") (such Employees, "Current Participants") shall
follow the participation procedures set forth in Section 5.
The foregoing notwithstanding, unless a Current Participant elects to stop
contributions in the manner described in Section 16, his or her payroll
deductions will continue. By allowing payroll deductions to continue after
February 28, 1999, a Current Participant will be deemed to have agreed to the
terms and conditions of the Brokerage Account and to the terms of the CarMax
Plan as amended and restated herein.
All shares and fractional interest in shares of CarMax Group Stock credited
to each Current Participant's Purchase Account, as defined in the Old Plan, will
be transferred and credited to the Current Participant's Brokerage Account.
24. Effective Date of the CarMax Plan. The Amended and Restated CarMax Plan
shall be effective as of March 1, 1999.
25. Notices. Any notice or instruction to be given the Company shall be in
writing and delivered by hand, Company office mail or U.S. mail to the address
below:
CarMax, Inc.
c/o Secretary, Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
Any signature submitted to the Company by facsimile will have the same force and
effect as an original signature.
26. Government and Other Regulations. The CarMax Plan, and the rights to
purchase CarMax Group Stock hereunder, and Circuit City's obligation to sell and
deliver CarMax 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 and Circuit City, be required.
27. Indemnification of Committee. Service on the Committee shall constitute
service as a member of the Board of Directors of Circuit City so that members of
the Committee shall be entitled to indemnification and reimbursement as members
of the Board of Directors of Circuit City pursuant to its Articles of
Incorporation and Bylaws.
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