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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
DAYTON HUDSON CORPORATION
(Exact name of Registrant as specified in its charter)
Minnesota 41-0215170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 Nicollet Mall
Minneapolis, Minnesota 55402-2055
(Address of Principal Executive Offices) (Zip Code)
DAYTON HUDSON CORPORATION
LONG-TERM INCENTIVE PLAN OF 1999
(Full title of the plan)
Stephen C. Kowalke, Vice President and Treasurer
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, Minnesota 55402-2055
(Name and address of agent for service)
(612) 370-6730
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- ----------------------- --------------------- -------------------- --------------------- --------------------
Proposed Proposed
Title of Amount Maximum Offering Maximum Amount of
Securities to be to be Price Per Share(1) Aggregate Registration
Registered Registered Offering Price(1) Fee
- ----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock,
$.1667
par value 22,000,000 $ 57.59375 $1,267,062,500 $352,243.38
(including Shares --------- ------------- ----------
preferred shares
purchase rights)
- ----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the average
of the high and low sale prices per share of the Registrant's Common Stock as
reported on New York Stock Exchange consolidated transactions composite tape on
August 31, 1999.
1
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PART I
Pursuant to the Note to Part I of Form S-8, the information required by Items 1
and 2 of Form S-8 is not filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed (File No. 1-6049) with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are, as of their respective dates,
incorporated in this Registration Statement by reference and made a part hereof:
(1) The Annual Report on Form 10-K of Dayton Hudson Corporation (the
"Company") for the fiscal year ended January 30, 1999;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended May 1, 1999;
(3) The Company's Current Report on Form 8-K filed April 15, 1999;
(4) The description of the Company's Common Stock contained in a
registration statement filed pursuant to the Exchange Act, including
any amendment or report filed for the purpose of updating such
description; and
(5) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (1) above.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in and a part of this Registration Statement from the
date of filing of such documents.
Any statement contained in a document 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 incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
2
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant is subject to Minnesota Statutes Chapter 302A, the Minnesota
Business Corporation Act (the "Corporation Act"). Section 302A.521 of the
Corporation Act provides, in substance, that unless prohibited by its articles
of incorporation or bylaws, a corporation must indemnify an officer or director
who is made or threatened to be made party to a proceeding by reason of his or
her official capacity against judgments, penalties, fines, settlements and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding, if certain criteria are met.
These criteria, all of which must be met by the person seeking indemnification,
are (a) that such person has not been indemnified by another organization for
the same judgments, penalties, fines, settlements and expenses; (b) that such
person must have acted in good faith; (c) that no improper personal benefit was
obtained by such person and such person satisfied certain statutory conflicts of
interest provisions, if applicable; (d) that in the case of a criminal
proceeding, such person had no reasonable cause to believe that the conduct was
unlawful; and (e) that such person must have acted in a manner they reasonably
believed was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation. The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors or a committee of the board who are at the
time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.
The company also maintains a director and officer insurance policy which insures
the company and its directors and officers against damages, judgments,
settlements and costs incurred by reason of certain acts of such persons in
their capacities as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
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ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
(3)A. Restated Articles of Incorporation (as amended April 30,
1998). Incorporated by reference to Exhibit (3)A. to
Registrant's Form 10-Q Report for the quarter ended May 2,
1998.
(3)B. By-laws (as amended through November 11, 1998). Incorporated
by reference to Exhibit (3)(ii). to Registrant's Form 10-Q
Report for the quarter ended October 31, 1998.
4.3 Dayton Hudson Corporation Long-Term Incentive Plan of 1999.
Incorporated by reference to Registrant's Form 10-Q Report for
the quarter ended May 1, 1999.
5 Opinion of Timothy R. Baer as to the legality of the common
stock offered pursuant to the stock option plan referred to
herein.
23.1 Consent of Independent Auditors.
23.2 Consent of Timothy R. Baer, is contained in his opinion filed
as Exhibit 5 to this Registration Statement.
24 Powers of Attorney.
</TABLE>
ITEM 9. UNDERTAKINGS.
A. POST-EFFECTIVE AMENDMENTS.
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;
(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;
4
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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 Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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; and
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
C. CLAIMS FOR INDEMNIFICATION.
Insofar as indemnification by the registrant for liabilities arising
under the Securities Act of 1933 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 Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 against the registrant 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 of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
5
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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 Minneapolis and the State of Minnesota, on the 31st
day of August, 1999.
DAYTON HUDSON CORPORATION
By /s/ James T. Hale
-------------------------------------------
James T. Hale
Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on the 31st day of August, 1999, by the following
persons in the capacities indicated:
/s/ Bob Ulrich Chairman of the Board and Chief Executive
- ------------------------------ Officer (Principal Executive Officer)
Bob Ulrich
/s/ Douglas A. Scovanner Senior Vice President
- ------------------------------ (Principal Financial Officer)
Douglas A. Scovanner
/s/ JoAnn Bogdan Controller
- ------------------------------ (Principal Accounting Officer)
JoAnn Bogdan
LIVIO D. DeSIMONE |
ROGER A. ENRICO |
WILLIAM W. GEORGE |
MICHELE J. HOOPER |
JAMES A. JOHNSON |
RICHARD M. KOVACEVICH | A MAJORITY OF THE
SUSAN A. McLAUGHLIN | BOARD OF DIRECTORS*
ANNE M. MULCAHY |
STEPHEN W. SANGER |
GEORGE W. TAMKE |
SOLOMON D. TRUJILLO |
BOB ULRICH |
*James T. Hale, by signing his name hereto on the 31st day of August, 1999, does
hereby sign this document on behalf of each of the above named directors of the
registrant pursuant to powers of attorney duly executed by such persons.
/s/ James T. Hale
----------------------------------
James T. Hale, Attorney-in-Fact
6
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<S> <C> <C>
(3)A. Restated Articles of Incorporation (as amended April 30,
1998). Incorporated by reference to Exhibit (3)A. to
Registrant's Form 10-Q Report for the quarter ended May 2,
1998.
(3)B. By-laws (as amended through November 11, 1998). Incorporated
by reference to Exhibit (3)(ii). to Registrant's Form 10-Q
Report for the quarter ended October 31, 1998.
4.3 Dayton Hudson Corporation Long-Term Incentive Plan of 1999.
Incorporated by reference to Registrant's Form 10-Q Report for
the quarter ended May 1, 1999.
5 Opinion of Timothy R. Baer as to the legality of the common 8
stock offered pursuant to the stock option plan referred to
herein.
23.1 Consent of Independent Auditors. 9
23.2 Consent of Timothy R. Baer, is contained in his opinion filed
as Exhibit 5 to this Registration Statement.
24 Powers of Attorney. 10
</TABLE>
7
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Exhibit 5
[LETTERHEAD]
August 31, 1999
Board of Directors
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, Minnesota 55402-2055
Re: Opinion of Counsel as to Legality of 22,000,000 Shares of Common Stock
to be Registered Under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 22,000,000 shares of Common Stock, $.1667
par value, of Dayton Hudson Corporation (the "Company") offered to employees and
directors of the Company pursuant to the Dayton Hudson Corporation Long-Term
Incentive Plan of 1999 (the "Plan").
As counsel for the Company, I advise you that it is my opinion, based on my
familiarity with the affairs of the Company and upon my examination of pertinent
documents, that the 22,000,000 shares of Common Stock to be offered to the
employees and directors of the Company under the Plan, will, when paid for and
issued pursuant to the terms of the Plan, be validly issued and lawfully
outstanding, fully paid and non-assessable shares of Common Stock of the
Company.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the registration statement
with respect to the aforementioned shares of Common Stock under the Securities
Act of 1933.
Very truly yours,
/s/ Timothy R. Baer
---------------------
Timothy R. Baer,
Assistant General Counsel
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Dayton Hudson Corporation Long-Term Incentive Plan
of 1999 of our report dated March 1, 1999, with respect to the consolidated
financial statements of Dayton Hudson Corporation incorporated by reference
in its Annual Report on Form 10-K for the year ended January 30, 1999, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
August 27, 1999
<PAGE>
Exhibit 24
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of DAYTON HUDSON CORPORATION, a Minnesota corporation (the
"Corporation"), does hereby make, constitute and appoint ROBERT J. ULRICH, JAMES
T. HALE, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE and TIMOTHY R. BAER and each
or any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as director and/or officer
of the Corporation to (1) a Form 10-K, Annual Report, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, for the fiscal year ended February
3, 2000, or other applicable form, including any and all exhibits, schedules,
supplements and supporting documents thereto, including, but not limited to, the
Form 11-K Annual Reports of the DHC 401(k) Plan and similar plans pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and all amendments, supplementations and corrections thereto, to be filed
by the Corporation with the Securities and Exchange Commission (the "SEC"), as
required in connection with its registration under the 1934 Act, as amended; (2)
one or more Form 3, Form 4 or Form 5 pursuant to Section 16(a) of the 1934 Act
and all amendments, supplementations and corrections thereto, to be filed with
the SEC as required under the 1934 Act; and (3) one or more Registration
Statements, on Form S-3, Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended, of debentures or other securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and
each of them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the powers herein
expressly granted. This Power of Attorney shall remain in effect until revoked
in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has signed below as of
this 9th day of June, 1999.
/s/ George W. Tamke
---------------------------------
George W. Tamke
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of DAYTON HUDSON CORPORATION, a Minnesota corporation (the
"Corporation"), does hereby make, constitute and appoint ROBERT J. ULRICH,
JAMES T. HALE, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE and TIMOTHY R. BAER
and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name
as director and/or officer of the Corporation to (1) a Form 10-K, Annual
Report, pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, for the fiscal year ended January 31, 1998, or other applicable form,
including any and all exhibits, schedules, supplements and supporting
documents thereto, including, but not limited to, the Form 11-K Annual
Reports of the DHC 401(k) Plan (formerly referred to as the "Supplemental
Retirement, Savings, and Employee Stock Ownership Plan") and similar plans
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and all amendments, supplementations and corrections
thereto, to be filed by the Corporation with the Securities and Exchange
Commission (the "SEC"), as required in connection with its registration under
the 1934 Act, as amended; (2) one or more Form 3, Form 4 or Form 5 pursuant
to Section 16(a) of the 1934 Act and all amendments, supplementations and
corrections thereto, to be filed with the SEC as required under the 1934 Act;
and (3) one or more Registration Statements, on Form S-3, Form S-8, or other
applicable forms, and all amendments, including post-effective amendments,
thereto, to be filed by the Corporation with the SEC in connection with the
registration under the Securities Act of 1933, as amended, of debentures or
other securities of the Corporation, and to file the same, with all exhibits
thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted. This Power of Attorney shall remain in effect until revoked in
writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has signed below as of this
23rd day of March, 1998.
/s/ Livio D. DeSimone
---------------------------------
Livio D. DeSimone
/s/ Roger A. Enrico
---------------------------------
Roger A. Enrico
/s/ William W. George
---------------------------------
William W. George
/s/ Michele J. Hooper
---------------------------------
Michele J. Hooper
/s/ James A. Johnson
---------------------------------
James A. Johnson
/s/ R. M. Kovacevich
---------------------------------
R. M. Kovacevich
/s/ Susan A. Mclaughlin
---------------------------------
Susan A. Mclaughlin
/s/ Anne M. Mulcahy
---------------------------------
Anne M. Mulcahy
/s/ S. W. Sanger
---------------------------------
S. W. Sanger
/s/ Solomon D. Trujillo
---------------------------------
Solomon D. Trujillo
/s/ Bob Ulrich
---------------------------------
Bob Ulrich
