<PAGE> 1
As filed with the Securities and Exchange Commission on March 24, 1998.
Registration No. 33-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
DART GROUP CORPORATION
(Exact name of registrant as specified in its charter)
-------------------------
DELAWARE 53-0242973
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3300 75th Avenue
Landover, Maryland 20785
(301)226-1200
(Address of principal executive offices)
EXECUTIVE NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(Name and address of agent for service)
-------------------------
Telephone number, including area code, of agent for service: (302) 734-7492
-------------------------
Copy to:
David G. Pommerening
O'MELVENY & MYERS LLP
555 13th Street, N.W.
Washington, D.C. 20004
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 20,400(1) $51.25(2) $1,045,500.00(2) $590.00(2)
par value $1.00 shares
per share
</TABLE>
<PAGE> 2
- ---------------------------------------------------------------------
(1) Each share is accompanied by a common share purchase right pursuant to
the Registrant's Rights Agreement, dated as of February 17, 1998, with
The Bank of New York, as Rights Agent.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in
the aggregate, and the registration fee were calculated based upon the
price at which the options may be exercised.
(3) The Exhibit Index included in this Registration Statement is at page
9.
=============================================================================
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of Form S-8 (plan information and registrant information) will be sent or given
to option holders as specified by Securities and Exchange Commission Rule
428(b)(1). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act of 1933.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Dart Group Corporation (the
"Company") filed with the Securities and Exchange Commission are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the Company's fiscal year ended
January 31, 1997; and
(b) Quarterly Report on Form 10-Q for the Company's fiscal quarter
ended April 30, 1997 (amended by Form 10-Q/A of December 18,
1997), Quarterly Report on Form 10-Q for the Company's fiscal
quarter ended July 31, 1997 (amended by Form 10-Q/A of
December 18, 1997), Quarterly Report on Form 10-Q for the
Company's fiscal quarter ended October 31, 1997, Extraordinary
Events filed on Form 8-K on the following dates: February 20,
1997, April 21, 1997, April 25, 1997, May 12, 1997, June 27,
1997, August 19, 1997, October 9, 1997, October 24, 1997,
October 31, 1997, December 23, 1997, and February 18, 1998,
and all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934 (the
"Exchange Act") since the end of the fiscal year covered by
the Annual Report referred to above.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of 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 securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part hereof from the
date of filing of such documents. "Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this Registration
Statement."
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, par value $1.00 per share (the
"Common Stock"), is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
<PAGE> 5
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the General Corporation Law of
Delaware, the Company's Bylaws provide for indemnification of directors and
officers (and their legal representatives) of the Company against expenses
(including attorneys' fees) and other amounts paid in settlement actually and
reasonably incurred by them in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Company), in
which any such person was or is, by reason of the fact that he or she (or a
person of whom he or she is the legal representative) is or was a director or
officer of the Company, a party or is threatened to be made a party, if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interest of the Company and, with respect to
any criminal action or proceeding, if such person had no reasonable cause to
believe his conduct was unlawful. In the case of any threatened, pending or
completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that a person (or a person of whom
such person is the legal representative) is or was a director or officer of the
Company, or by reason of any action alleged to have been taken or omitted in
such capacity, the Company's Bylaws provide for indemnification of such person
against costs, charges, expenses (including attorneys' fees) actually and
reasonably incurred by him or her on his or her behalf in connection with the
defense or settlement of such action or suit and any appeal therefrom, if he or
she acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the Company and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
misconduct in the performance of his or her duty to the Company unless and only
to the extent that the Court of Chancery of the State of Delaware or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of such liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such costs, charges and expenses which the Court of Chancery or such other
court shall deem proper. In each case, indemnification shall be made only upon
specific authorization of a majority of disinterested directors, by written
opinion of independent legal counsel or by the shareholders, unless the
director or officer has been successful on the merits or otherwise in defense
of any such action or suit, in which case he or she shall be indemnified
without such authorization. The Company's Bylaws require the Company to pay
the expenses incurred by a director or officer in defending or investigating a
threatened or pending action, suit or proceeding in advance of the final
disposition of such action, suit
<PAGE> 6
or proceeding upon receipt by the Company of an undertaking by or on behalf of
such director or officer to repay such amount if it is ultimately determined
that he is not entitled to indemnification. The advancement of expenses, as
well as indemnification, pursuant to the Company's Bylaws is not exclusive of
any other rights which those seeking indemnification or advancement of expenses
from the Company may have.
The Company's Certificate of Incorporation eliminates personal
liability of directors to the Company or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for: (i) any breach of the
duty of loyalty to the Company or its shareholders; (ii) acts or omissions not
in good faith or which involve intentional misconduct or knowing violations of
law; (iii) liability under Section 174 of the Delaware General Corporation Law
relating to certain unlawful dividends and stock repurchases; or (iv) any
transaction from which the director derived an improper personal benefit.
Individual indemnification agreements (the "Indemnification
Agreements") have been entered into by the Company with its directors and
officers. The Indemnification Agreements provide for indemnification to the
fullest extent permitted by law and provide contractual assurance to directors
and officers that indemnity and advancement of expenses will be available to
them regardless of any amendment or revocation of the Company's Bylaws.
The Company's Bylaws permit the Company to purchase and
maintain insurance on behalf of any director, officer, employee or agent of the
Company against liability asserted against him or her in any such capacity,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of the Bylaws. However, the Company maintains
liability insurance providing coverage only with respect to claims made against
officers and directors as to which they are entitled to be indemnified by the
Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
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:
<PAGE> 7
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of
1933 (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; and
(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 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 Securities Exchange Act of 1934 (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; and
(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 Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) 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 provisions described in Item 6 above, or
otherwise, the
<PAGE> 8
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than 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.
<PAGE> 9
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 City of Landover, State of Maryland, on March 24, 1998.
By: /s/ RICHARD B. STONE
--------------------------------
Richard B. Stone
Its: Chairman and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Senator Richard B. Stone and Mark A. Flint his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ RICHARD B. STONE Chairman, Chief Executive 3/23/98
- --------------------- Officer and Director
Richard B. Stone (Principal Executive Officer)
/s/ MARK A. FLINT Chief Financial Officer 3/23/98
- --------------------- (Principal Financial Officer)
Mark A. Flint
/s/ RONALD RICE Controller 3/23/98
- ---------------------
</TABLE>
<PAGE> 10
<TABLE>
<S> <C> <C>
Ronald Rice (Principal Accounting Officer
or Controller)
/s/ HOWARD M. METZENBAUM Director 3/23/98
- ------------------------
Howard M. Metzenbaum*
/s/ HARRY M. LINOWES Director 3/24/98
- ---------------------
Harry M. Linowes*
</TABLE>
*Also a member of the Compensation Committee.
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
<S> <C>
4.1 Dart Drug Corporation Executive
Non-Qualified Stock Option Plan
(as of September 1983)
5.1 Opinion of O'Melveny & Myers LLP
(opinion re legality).
23.1 Consent of Independent Accountants.
23.2 Consent of O'Melveny & Myers LLP
(included in Exhibit 5).
24.1 Power of Attorney (included in this
Registration Statement under "Signatures").
</TABLE>
<PAGE> 1
EXHIBIT 4.1
DART DRUG CORPORATION
EXECUTIVE NON-QUALIFIED STOCK OPTION PLAN
1. PURPOSE
The purpose of the Dart Drug Corporation Executive Non-Qualified Stock
Option Plan (the "Plan") is to advance the growth and development of Dart Drug
Corporation (the "Company") by rewarding certain of its key officers for the
exceptional quality of services recently performed on behalf of the Company and
by providing a means to offer such employees increased incentives to promote
the well-being of the Company through ownership of shares of the Company's
Class A Common Stock.
2. ADMINISTRATION
The Plan shall be administered by an option committee (the
"Committee") consisting of not less than three persons to be appointed by the
Board of Directors. Subject to the limitations and conditions hereinafter set
forth, the Committee shall have full power to construe and interpret the Plan,
to establish and amend rules for its administration and to select any
officer(s) of the Company to whom Stock Options or stock appreciation rights
may be granted pursuant to this Plan out of Stock Options reserved for grant
after the effective date of this Plan as provided for in Schedule A; provided
all members of the Committee are, at the time of such grant(s), "disinterested
persons" as that term is defined in Regulation 240.16(b)-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, it being intended
that this Plan comply with the provisions of such Rule to obtain the benefits
provided thereunder.
3. SHARES SUBJECT TO THE PLAN
The shares to be sold or transferred pursuant to the exercise of
options or stock appreciation rights granted under the Plan shall be authorized
and unissued shares of Class A Common Stock of the Company or shares of Class A
Common Stock reacquired by it and held in its treasury. Subject to adjustment
as provided in paragraph 7 hereof, the aggregate number of Class A Common
Shares which may be delivered upon the exercise of options granted under the
Plan shall not exceed 199,500 shares, and the persons to whom options are
granted as of the date of this Plan, are as more fully set forth on Schedule A
as to all optionees and in Schedules A-1 through A-16 as to each individual
optionee.
4. ELIGIBILITY FOR OPTIONS AND OPTION PRICE
(a) The individuals to whom options under this Plan are to be
granted and the number of shares of Class A Common Stock relating to each such
option are set forth in Schedule A as to all optionees and in Schedules A-1
through A-16 as to each individual optionee.
12
<PAGE> 2
Subject to the provisions of paragraph 4(b) below, the Option Price of
each share of Class A Common Stock subject to a stock option award shall be
$82.50, the mean between the high and low bids for the Class A Common Stock of
the Company at the opening of trading on May 4, 1983, the effective date of
this Plan, as reported in the National Association of Securities Dealers
Automated Quotation System, adjusted, if applicable, in accordance with the
provisions of Paragraph 7.
(b) In the event of a Major Business Change, as hereinafter
defined, the Option Price of certain of the shares of Class A Common Stock
subject to Stock Options which remain outstanding as of the effective date of
the major Business Change shall be adjusted to an amount equal to $20.00 for
each such share, subject to adjustments, if applicable, in accordance with the
provisions of Paragraph 7.
The shares of Class A Common Stock for which such reduced
Option Price shall be applicable are as follows:
(i) shares subject to the Stock Option to the extent that
the Stock Option for such number of shares is held by
an optionee designated in paragraph 4(a) on the
effective date of the Major Business Change; provided
such optionee is an employee of the Company or of one
or more of its subsidiaries on the day immediately
preceding the effective date of the Major Business
Change; or
(ii) shares subject to the Stock Option held, in the event
of death of the optionee prior to the effective date
of the Major Business Change, by the person or
persons to whom such optionee's rights under the
Stock Option or stock appreciation rights, if any,
passed by will or by the applicable law of descent
and distribution, provided (x) the optionee was an
employee of the Company or of one or more of its
subsidiaries on the date of death, and (y) if the
deceased optionee is other than Herbert H. Haft,
Robert M. Haft, Linda G. Haft or Gloria G. Haft, the
date of death shall have occurred within three years
prior to the effective date of the Major Business
Change, to the extent of the number of shares which
were subject to the Stock Option held by such
optionee on the date of death.
With respect to any other shares, the Option Price shall be that fixed by
paragraph 4(a), subject to adjustments if applicable, in accordance with the
provisions of Paragraph 7.
(c) For purposes of this Paragraph 4, the term "Major Business
Change" shall mean (a) a sale or exchange of a significant
13
<PAGE> 3
amount of the assets of the Company or its subsidiaries or a material merger,
consolidation or other material business transaction involving the Company or
its subsidiaries; (b) the issuance or other transfer of shares of the voting
stock of the Company such that the Company is no longer controlled by a group
consisting of (i) Herbert H. Haft, (ii) Gloria Haft, (iii) their lineal
descendants and (iv) any partnership, trust or corporation controlled, directly
or indirectly, by Herbert H. Haft, Gloria Haft and/or their lineal descendants;
or (c) any other similar event which would have, directly or indirectly, a
material effect on the Company or its subsidiaries.
5. TERM DURING WHICH OPTIONS MAY BE EXERCISED AND METHOD OF EXERCISE
Each option granted under the Plan shall be exercisable at any time on
or after January 15, 1984 and prior to May 1, 1998; provided that the optionee
is an employee of the Company or its subsidiaries on January 15, 1984. An
option may be exercised with respect to part or all of the shares subject to
the option by giving written notice to the Company of the exercise of the
option. The option price for the shares for which an option is exercised shall
be paid on or within ten business days after the date of exercise in cash
except as provided in paragraph 9 below.
6. STOCK APPRECIATION RIGHTS
(a) Each employee granted stock option awards pursuant to
paragraph 4(a) is also hereof granted an equivalent number of stock
appreciation rights. Upon the exercise of an option pursuant to the Plan, the
stock appreciation rights relating to the shares of Class A Common Stock
covered by such exercise shall terminate. Upon the exercise of stock
appreciation rights pursuant to the Plan, the related option (to the extent of
an equal number of shares of Class A Common Stock) shall terminate.
(b) Upon an option holder's exercise of some or all of his stock
appreciation rights, such option holder shall be entitled to receive in
settlement of such rights an amount equal to the value of the stock
appreciation for the number of rights exercised, payable in cash, shares of
Class A Common Stock or a combination thereof as provided below. The stock
appreciation for a stock appreciation right is the difference between (i) the
fair market value of the shares of Class A Common Stock of the Company, as
determined on the basis of the market price of the Class A Common Stock on the
date of the exercise of such right, and (ii) the option price specified for the
related option, subject to the adjustments reflected in paragraph 4(b) and/or
paragraph 7, as the case may be. If shares of Class A Common Stock are to be
received upon exercise of a stock appreciation right, cash shall be delivered
in lieu of any fractional share.
14
<PAGE> 4
(c) A stock appreciation right may only be exercised during the
period commencing on the third business day following the date of public
release by the Company of quarterly or annual summary statements of sales and
earnings and ending on the twelfth business day following release of such
financial information.
(d) An optionee may request payment in cash, shares of Class A
Common Stock or any combination thereof; provided, however, that the amount of
cash, or the number of shares of Class A Common Stock or any combination
thereof to be paid on exercise shall be determined in the sole and absolute
discretion by a majority vote of the members of the Committee referred to in
paragraph 2, all of whose members must be "disinterested persons" as required
pursuant to paragraph 2. If no such Committee is in existence or if the
Committee is in existence but does not consist of "disinterested persons," the
stock appreciation rights granted hereunder may not be exercised and no
optionee shall have any right, directly or indirectly, with respect to such
stock appreciation rights or any claims arising thereunder.
(e) A stock appreciation right is exercisable only during the
period when the option to which it is related is also exercisable.
7. CHANGES IN COMMON SHARES
The aggregate number of shares of Class A Common Stock for which
options may be exercised, the maximum number of shares which at any time may be
subject to but not delivered under outstanding options granted to any option
holder, the number of shares subject to each outstanding option, option prices
per share and the number of stock appreciation rights which may be exercised by
any option holder, shall be subject to appropriate adjustment for any changes
in the number of outstanding shares of Class A Common Stock resulting from
recapitalizations, stock splits, stock dividends or other changes in the
corporate structure of the Company.
8. NON-TRANSFERABILITY OF OPTIONS
The options and stock appreciation rights granted under this Plan are
not transferable other than by will or by the applicable law of descent and
distribution and they are exercisable during the optionee's lifetime only by
the optionee or by the optionee's guardian or legal representative. Subject to
the provisions of paragraph 5, an option holder whose employment with the
Company terminates for any reason may at any time within the remaining period
of the option thereafter exercise his option or stock appreciation rights;
provided that the holder was an employee of the Company or its subsidiaries on
January 15, 1984.
9. PAYMENT OF EXERCISE PRICE OF OPTIONS
15
<PAGE> 5
At the option of the holder of options granted hereunder and provided
such holder is associated with the Company or its subsidiaries on the date of
exercise of the options granted hereunder, the Company will either:
(a) lend each holder of options under this Plan the funds
necessary to enable the holder to exercise all or any portion of the options
held by such holder without interest. All loans hereunder shall be payable in
full at the earlier of (i) three years from the date of the loan, (ii) sale of
the shares or (iii) termination of the option holder's association with the
Company or its subsidiaries, shall be secured by the shares of Class A Common
Stock issued on exercise of the options and may be repaid in whole or in part
at any time without penalty.
(b) accept payment of the exercise price by accepting shares of
the Company's Class A Common Stock owned by the optionee in payment of the
exercise price. The shares delivered in payment of the exercise price shall be
valued at the market price on the date the option is exercised.
10. AMENDMENT AND DISCONTINUANCE
The Board of Directors may alter, amend, suspend, or discontinue the
Plan, but may not, without the approval of the holders of a majority of the
shares of the Company's Class B Common Stock, make any alteration or amendment
thereof which operates to (a) abolish the Committee, or withdraw the
administration of the Plan from its supervision, (b) increase the total number
of shares which may be delivered upon the exercise of options granted under the
Plan, (c) extend the term during which options may be exercised under the Plan,
or (d) decrease the option price provided in paragraph 4 hereof. No
alteration, amendment, suspension or discontinuance of the Plan may, without
the consent of the holder of any outstanding option or stock appreciation
right, adversely affect the rights of such holder under such option or stock
appreciation right.
11. EFFECTIVE DATE
The effective date of the Plan is May 4, 1983.
This Plan was adopted in May 1983 and was amended in September 1983.
16
<PAGE> 6
SCHEDULE A
TO
DART GROUP CORPORATION
EXECUTIVE NON-QUALIFIED STOCK OPTION PLAN
<TABLE>
<CAPTION>
Name Number Of Shares Subject
---- To Stock Option Award For
Which Stock Options Were
Granted On the Effective
Date Of The Plan
----------------------------
<S> <C>
Herbert H. Haft 10,000
Robert M. Haft 120,000
Charles D. Shipe 7,500
Ben S. Kovalsky 10,000
Neil S. Kaplan 4,000
Stephen J. Hansbrough 4,000
Richard J. Koll 4,000
Robert J. Goldstein 3,000
Linda G. Haft 2,000
Gloria G. Haft 2,000
William E. Bolton 2,000
Thomas J. Ksiazek 2,000
Alan D. Nehman 2,000
Dennis Weiss 2,000
Ronald M. Hirschel 2,000
Darryl S. Bryant 1,000
-------------
177,500
</TABLE>
In addition to the foregoing, there are 22,000 shares
available for stock option award after the effective date of the Plan, any such
award to be solely in accordance with the provisions of the Plan.
17
<PAGE> 1
EXHIBIT 5.1
March 24th 1998
197,893-003
(202) 383-5300
Dart Group Corporation
3300 75th Avenue
Landover, Maryland 20785
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Dart
Group Corporation, a Delaware corporation (the "Company"), of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act
of 1933, as amended, covering 20,400 shares of Common Stock, $1.00 par value
per share (the "Shares"), of the Company to be issued pursuant to the 1983 Dart
Group Corporation Executive Non-Qualified Stock Option Plan (the "Plan").
We have examined such records of the Company and other
documents as we have deemed relevant for the purpose of this opinion. With
your permission, as to matters occurring prior to January 12, 1993 that are
relevant to this opinion, we have assumed as true all factual matters that were
the basis for the opinion dated January 12, 1993 rendered by outside counsel to
the Company in connection with a different registration statement on Form S-8.
Based upon such examination, and upon such matters of fact and
law as we have deemed relevant, we are of the opinion that, upon the sale of
any Shares and the payment to the Company in cash of the exercise price for
such Shares, such Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Respectfully submitted,
O'Melveny & Myers LLP
19
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 25, 1997
included in Dart Group Corporation's Form 10-K for the year ended January 31,
1997 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Washington, D.C.
March 20, 1998
20
