Registration No.__________
As filed with the Securities and Exchange Commission on August 4, 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)
----------
CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN,
CIRCUIT CITY STORES, INC.
2000 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
and
2000 DIRECTOR STOCK RETAINER GRANT
(Full title of the plan)
W. Alan McCollough
President and Chief Executive Officer
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
(Name and address of agent for service)
(804) 527-4000
(Telephone number, including area code, of agent for service)
<TABLE>
<S><C>
CALCULATION OF REGISTRATION FEE:
Proposed
Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered (1) Per Share (2) Offering Price Registration Fee
------------- -------------- ------------- --------------- ----------------
Circuit City Stores, Inc. - 9,104,000(3) $22.53125 $205,124,500 $54,152.87
Circuit City Group Common
Stock, par value $.50, With
Attached Rights to Purchase
Preferred Stock, Series E,
par value $20.00 (1)
Circuit City Stores, 2,000,500(3) $3.90625 $7,814,453 $2,063.02
Inc.--CarMax Group Common
Stock, Par Value $.50, With
Attached Rights to Purchase
Preferred Stock, Series F,
Par Value $20.00 (1)
</TABLE>
(1) The Rights to Purchase Series E and Series F Preferred Stock will be
attached to and trade with shares of Circuit City Group and CarMax
Group Common Stock, respectively. Value attributable to such rights, if
any, will be reflected in the market price of the shares of each
Group's Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
and based on the average of the high and low per share sales prices of
the Circuit City Stores, Inc. -- Circuit City Group and the CarMax
Group Common Stock, as reported in the consolidated reporting system,
on August 3, 2000.
(3) Of the 9,104,000 shares of Circuit City Group Common Stock registered
by this Registration Statement, 9,000,000 shares are being registered
for issuance pursuant to the Circuit City Stores, Inc. 1994 Stock
Incentive Plan (the "1994 Plan"), 100,000 shares are being registered
for issuance pursuant to the Circuit City Stores, Inc. 2000
Non-Employee Directors Stock Incentive Plan (the "2000 Plan") and 4,000
shares are being registered for issuance pursuant to the 2000 Director
Stock Retainer Grant (the "2000 Retainer Grant").
Of the 2,000,500 shares of CarMax Group Common Stock registered by this
Registration Statement, 2,000,000 shares are being registered for
issuance pursuant to the 1994 Plan and 500 shares are being registered
for issuance pursuant to the 2000 Retainer Grant.
In addition, pursuant to the terms of the 2000 Plan, 22,836 shares of
Circuit City Group Common Stock and 40,327 shares of CarMax Group
Common Stock previously reserved for issuance under the Circuit City
Stores, Inc. Amended and Restated 1989 Non-Employee Directors Stock
Option Plan (the "1989 Plan"), but which were not issued under the 1989
Plan, are being transferred to the 2000 Plan. The shares being
transferred from the 1989 Plan to the 2000 Plan are included in this
registration statement. The 22,836 shares of Circuit City Group Common
Stock were part of the 1,371,682 shares (pre-split) registered under
the Company's Form S-8 Registration Statement No. 033-64757 filed with
the Commission on December 5, 1995. The registration fee paid with such
registration statement was $12,889.08. The 40,327 shares of CarMax
Group Common Stock were registered under the Company's Form S-8
Registration Statement No. 333-34539 filed with the Commission on
August 28, 1997. The registration fee paid with such registration
statement was $199.39.
The securities covered by this Registration Statement will be issued to
employees of the Registrant and its subsidiaries from time to time
pursuant to incentive awards granted or to be granted under the 1994
Plan and directors of the Registrant pursuant to the 2000 Plan and the
2000 Retainer Grant.
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 29, 2000, filed with the Commission on May
23, 2000;
(b) the Company's Quarterly Report on Form 10-Q (File No. 1-5767) for the
quarterly period ended May 31, 2000, filed with the Commission on July
13, 2000;
(c) the Company's Current Report on Form 8-K (File No. 1-5767), filed with
the Commission on July 26, 2000;
(d) the description of the Company's Circuit City Group Common Stock and
CarMax Group Common Stock contained in the Registration Statement on
Form 8-A filed with the Commission on January 2, 1997, as amended on
Forms 8-A/A filed with the Commission on January 31, 1997, July 8,
1997, April 28, 1998, and May 7, 1999, and as the same may be further
amended after the date hereof (File No. 1-5767); and
<PAGE>
(e) the description of the Rights to Purchase Preferred Stock, Series E,
and the Rights to Purchase Preferred Stock, Series F, contained in the
Registration Statement on Form 8-A filed with the Commission on April
28, 1998, as amended on Form 8-A/A filed with the Commission on May 7,
1999, and as the same may be amended further after the date hereof
(File No. 1-5767).
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
respective dates of filing of such documents.
Item 6. Indemnification of Directors and Officers.
The laws of the Commonwealth of Virginia pursuant to which the Company
is incorporated permit it to indemnify its officers and directors against
certain liabilities with the approval of its shareholders. The Amended and
Restated Articles of Incorporation of the Company, which have been approved by
its shareholders, provide for the indemnification of each director and officer
(including former directors and officers and each person who may have served at
the request of the Company as a director or officer of any other legal entity
and, in all such cases, his or her heirs, executors and administrators) against
liabilities (including expenses) reasonably incurred by him or her in connection
with any actual or threatened action, suit or proceeding to which he or she may
be made a party by reason of his or her being or having been a director or
officer of the Company, except in relation to any action, suit or proceeding in
which he or she has been adjudged liable because of willful misconduct or a
knowing violation of the criminal law. The Company has purchased directors' and
officers' liability insurance policies. Within the limits of their coverage, the
policies insure (1) the directors and officers of the Company and its
subsidiaries against certain losses resulting from claims against them in their
capacities as directors and officers to the extent that such losses are not
indemnified by the Company and (2) the Company to the extent that it indemnifies
such directors and officers for losses as permitted under the laws of Virginia.
Item 8. Exhibits.
See Exhibit Index following signatures.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts
or events arising 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Sections 13
or 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
<PAGE>
(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 filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 August 4,
2000.
CIRCUIT CITY STORES, INC.
Registrant
By: s/Michael T. Chalifoux
Michael T. Chalifoux
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
W. Alan McCollough* Chief Executive Officer, August 4, 2000
------------------ President and Director
W. Alan McCollough
Richard L. Sharp* Chairman of the Board and Director August 4, 2000
------------------
Richard L. Sharp
Alan L. Wurtzel* Vice Chairman of the Board and August 4, 2000
------------------ Director
Alan L. Wurtzel
s/Michael T. Chalifoux Executive Vice President, Chief August 4, 2000
---------------------- Financial Officer, Corporate
Michael T. Chalifoux Secretary and Director
Richard N. Cooper * Director August 4, 2000
----------------------
Richard N. Cooper
Barbara S. Feigin* Director August 4, 2000
----------------------
Barbara S. Feigin
James F. Hardymon* Director August 4, 2000
----------------------
James F. Hardymon
Robert S. Jepson, Jr.*
----------------------
Robert S. Jepson, Jr. Director August 4, 2000
Hugh G. Robinson* Director August 4, 2000
----------------------
Hugh G. Robinson
Walter J. Salmon* Director August 4, 2000
----------------------
Walter J. Salmon
Mikael Salovaara* Director August 4, 2000
----------------------
Mikael Salovaara
John W. Snow* Director August 4, 2000
----------------------
John W. Snow
s/Philip J. Dunn Senior Vice President, Treasurer, August 4, 2000
---------------------- Corporate Controller and Chief
Philip J. Dunn Accounting Officer
*By: s/Michael T. Chalifoux
Michael T. Chalifoux
Attorney-In-Fact
EXHIBIT INDEX
Exhibit
Number Document
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 April 11, 2000,
filed with the Commission as Exhibit 3(ii) to Registrant's
Quarterly Report on Form 10-Q for the quarter ended May 31,
2000 (File No. 1-5767), are expressly incorporated herein by
this reference.
4.5 First Amended and Restated Rights Agreement dated as of
February 16, 1999, between Registrant and Norwest Bank
Minnesota, N.A., as Rights Agent, filed as Exhibit 1 to
Registrant's Form 8-A/A filed May 7, 1999 (File No. 1-5767),
is expressly incorporated herein by this reference.
<PAGE>
5 Opinion and Consent of McGuire Woods LLP, filed herewith.
23.1 Consent of KPMG LLP, filed herewith.
23.2 Consent of McGuire Woods LLP (included in Exhibit 5).
24 Powers of Attorney, filed herewith.
99.1 Registrant's 1994 Stock Incentive Plan, as amended as of
January 24, 1997, filed as Annex III to the Company's
Definitive Proxy Statement dated December 24, 1996, for a
Special Meeting of Shareholders held on January 24, 1997 (File
No. 1-5767), is expressly incorporated herein by this
reference.
99.2 Amendment effective June 15, 1999, to the Registrant's 1994
Stock Incentive Plan, as amended, filed as Exhibit 10 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1999 (File No. 1-5767), is expressly
incorporated herein by this reference.
99.3 Amendments effective June 13, 2000, to Registrant's 1994 Stock
Incentive Plan, as amended, filed as Exhibit 10 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended May 31, 2000 (File No. 1-5767), is expressly
incorporated herein by this reference.
99.4 Registrant's 2000 Non-Employee Directors Stock Incentive Plan,
filed as Appendix A to Registrant's Definitive Proxy Statement
dated May 10, 2000, for the Annual Meeting of Shareholders
held on June 13, 2000, is expressly incorporated herein by
this reference.
99.5 Form of Grant Letter Regarding 2000 Stock Retainer Grant,
filed herewith.
