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As filed with the Securities and Exchange Commission on December 21, 1998
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HANDLEMAN COMPANY
(Exact name of registrant as specified in its charter)
Michigan 38-1242806
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Kirts Boulevard
Troy, Michigan 48084-4142
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(Zip Code)
(Address of Principal Executive Offices)
HANDLEMAN COMPANY
1998 STOCK OPTION AND INCENTIVE PLAN
------------------------------------
(Full title of the plan)
Stephen Strome, President
Handleman Company
500 Kirts Boulevard
Troy, Michigan 48084-4142
(Name and address of agent for service)
(248) 362-4400
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered Registered price per share(2) price registration fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares(1) 1,500,000 shares $10.59 $15,885,000 $4,416.03
- ----------------------------------------------------------------------------------------------------------------------------
Total 1,500,000 shares $10.59 $15,885,000 $4,416.03
============================================================================================================================
</TABLE>
(1) $0.01 par value per share (the "Common Shares").
(2) Calculated pursuant to Rule 457(h) solely for the purpose of computing
the registration fee and based on the average of the high and low
prices of the Common Shares, as quoted on The New York Stock Exchange,
on December 18, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Handleman Company (the "Registrant") on Form 10-K
for the fiscal year ended May 2, 1998, as filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). (File No.
001-07923)
2. Quarterly Report of Registrant on Form 10-Q for the second quarter
ended October 31, 1998, as filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act (File No. 001-07923).
3. Quarterly Report of Registrant on Form 10-Q for the first quarter
ended August 1, 1998, as filed with the Commission pursuant to Section
13 or 15(d) of the Exchange Act (File No. 001-07923).
4. Current Report of Registrant on Form 8-K dated June 3, 1998, as
filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act (File No. 001-07923).
5. Proxy Statement of Registrant on Schedule DEF 14A dated September 8,
1998, as filed with the Commission pursuant to Section 14(a) of the
Exchange Act.
6. The description of the Registrant's Common Shares included as
paragraph 2 on page 12 of the Registrant's Prospectus dated November 6,
1969, under the caption "Description of Capital Stock," filed with the
Commission pursuant to the Securities Act of 1933, as part of its
Registration Statement on Form S-7, as amended by Amendment No. 1 to
Form S-7 (Registration No. 2-35029), effective November 6, 1969 and
filed with the Commission pursuant to the Securities Act of 1933, as
amended, as part of its Registration Statement on Form S-3 (File No.
333-60205) effective July 30, 1998.
7. All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the date of
filing of such documents.
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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 Michigan Business Corporation Act permits Michigan corporations to
limit the personal liability of directors and officers for breaches of their
fiduciary duties. The Articles of Incorporation of the Registrant so limit the
liability of directors. The Registrant's Bylaws also provide for indemnification
of directors and officers.
The Articles of Incorporation limit director liability for breaches of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of laws, (iii) a violation of Section 551(1) of the Michigan Business
Corporation Act, or (iv) any transaction from which the director derived any
improper personal benefit. These provisions, however, do not affect liability
under the Securities Act.
The Michigan Business Corporation Act authorizes a corporation under specified
circumstances to indemnify its directors and officers (including reimbursement
for expenses incurred) for any action taken or any failure to take any action as
a director or officer, except for liability for specified acts. The provisions
of the Registrant's Bylaws relating to indemnification of directors and officers
limit director, officer and employee liability to the fullest extent permitted
by Michigan Law. The provisions of the Michigan Business Corporation Act are
broad enough to permit indemnification with respect to liabilities arising under
the Securities Act of the Michigan Uniform Securities Act.
In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $25,000,000 in coverage, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation dated June 30, 1989,
incorporated by reference to Exhibit 3 filed with the
Registrant's Annual Report on Form 10-K, dated May 1, 1993.
4.2 Bylaws adopted March 7, 1990, as amended June 16, 1993 and
further amended December 6, 1995, incorporated by reference to
Exhibit 3 filed with the Registrant's Annual Report on Form
10-K dated May 3, 1997.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of PricewaterhouseCoopers, LLP.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement).
99.1 Handleman Company 1998 Stock Option and Incentive Plan
incorporated by reference to Appendix A of the Proxy Statement
on Form DEF 14A (file no. 001-07923), filed with the
Commission on August 6, 1998.
99.2 Amendment to Handleman Company 1998 Stock Option and Incentive
Plan adopted by the Board of Directors on October 29, 1998.
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;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this 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 this Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more
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than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if this 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 this 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 filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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) 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.
EXPERTS
The consolidated financial statements incorporated in this Registration
Statement and in the Prospectus related to this Registration Statement by
reference have been audited by PricewaterhouseCoopers, LLP, independent
accountants, as stated in their report which is incorporated in this
Registration Statement and such Prospectus by reference, and have been so
incorporated in reliance upon the report of such firm given upon the authority
of such firm as experts in accounting and auditing.
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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 Troy, State of Michigan, on December 18, 1998.
HANDLEMAN COMPANY
By: /s/ STEPHEN STROME
------------------------------
Stephen Strome
President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of HANDLEMAN COMPANY, a Michigan corporation (the
"Registrant"), hereby constitutes and appoints Stephen Strome and Leonard A.
Brams, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the
Registrant under the Securities Act, which registration statement relates to the
registration and issuance of the Registrant's Common Shares, par value $0.01 a
share, pursuant to the Handleman Company 1998 Stock Option and Incentive Plan,
and any of the documents relating to such registration statement; any and all
amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ STEPHEN STROME President, Chief Executive December 18, 1998
- ------------------------------------ Officer, Director (Principal
Stephen Strome Executive Officer)
/s/ DAVID HANDLEMAN Chairman, Board of Directors December 18, 1998
- ------------------------------------
David Handleman
/s/ ALAN E. SCHWARTZ Director December 18, 1998
- ------------------------------------
Alan E. Schwartz
/s/ JOHN M. BARTH Director December 18, 1998
- ------------------------------------
John M. Barth
/s/ JAMES B. NICHOLSON Director December 18, 1998
- ------------------------------------
James B. Nicholson
/s/ LLOYD E. REUSS Director December 18, 1998
- ------------------------------------
Lloyd E. Reuss
/s/ RICHARD H. CUMMINGS Director December 18, 1998
- ------------------------------------
Richard H. Cummings
/s/ GILBERT R. WHITAKER, JR. Director December 18, 1998
- ------------------------------------
Gilbert R. Whitaker, Jr.
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Page
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<S> <C> <C>
4.1 Restated Articles of Incorporation dated June 30, 1989, incorporated by
reference to Exhibit 3 filed with the Registrant's Annual Report on Form 10-K,
dated May 1, 1993.
4.2 Bylaws adopted March 7, 1990, as amended June 16, 1993 and further amended
December 6, 1995, incorporated by reference to Exhibit 3 filed with the
Registrant's Annual Report on Form 10-K dated May 3, 1997.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of PricewaterhouseCoopers, LLP.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the Registrant contained on
page 6 of this Registration Statement).
99.1 Handleman Company 1998 Stock Option and Incentive Plan incorporated by
reference to Appendix A of the Proxy Statement on Form DEF 14A (file no.
001-07923), filed with the Commission on August 6, 1998.
99.2 Amendment to Handleman Company 1998 Stock Option and Incentive Plan adopted by
the Board of Directors on October 29, 1998.
</TABLE>
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EXHIBIT 5.1
LANSING, MICHIGAN
TELEPHONE: (313) 465-7000
FAX: (313) 465-8000
December 21, 1998
Handleman Company
500 Kirts Boulevard
Troy, Michigan 48084
Ladies and Gentlemen:
We have represented Handleman Company, a Michigan corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-8 (the "Registration Statement"), for registration under the Securities Act of
1933, as amended (the "Securities Act"), of a maximum of 1,500,000 of the
Company's Common Shares, par value $.01 per share (the "Common Shares"), issued
or to be issued pursuant to options, stock appreciation rights and restricted
shares granted under the Handleman Company 1998 Stock Option and Incentive Plan
(the "Plan").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that (i) the Common Shares to be offered by the
Company under the Plan pursuant to the Registration Statement have been duly
authorized and, (ii) when issued and sold by the Company in accordance with the
Plan and the stock options exercised thereunder, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
HONIGMAN MILLER SCHWARTZ AND COHN
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement and
related Prospectus of Handleman Company on Form S-8 of our report dated June 2,
1998, on our audits of the consolidated financial statements and schedules of
Handleman Company and subsidiaries as of May 2, 1998, May 3, 1997 and April 27,
1996, and for each of the year years in the period ended May 2, 1998, which is
included in the 1998 Annual Report on Form 10-K filed with the Securities and
Exchange Commission. We also consent to the reference to our firm under the
caption "Experts" in the Form S-8.
PRICEWATERHOUSECOOPERS LLP
Detroit, Michigan
December 18, 1998
<PAGE> 1
EXHIBIT 99.2
AMENDMENT TO HANDLEMAN COMPANY 1998 STOCK
OPTION AND INCENTIVE PLAN
The Handleman Company 1998 Stock Option and Incentive Plan is amended
by adding the following paragraph to Paragraph 10 thereof:
Notwithstanding anything to the contrary contained in the
Plan, no decrease in the option price (through amendment, cancellation
or replacement grants, or any other means) of any stock option or stock
appreciation right previously granted to a Participant where such
decrease would be deemed to be a repricing thereof in accordance with
Item 402(i) of Regulation S-K, or any similar or successor provision,
promulgated by the Securities and Exchange Commission, shall be valid
or effective unless such repricing shall be approved by a majority of
the shareholders of the Corporation who vote on such repricing within
twelve (12) months of the date of such repricing.
As adopted by the Board of Directors on October 29, 1998.
