As filed with the Securities and Exchange Commission on , 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Sears, Roebuck and Co.
(Exact name of registrant as specified in its charter)
New York 36-1750680
(State of incorporation) (I.R.S. Employer Identification No.)
3333 Beverly Road, Hoffman Estates, Illinois 60179
(Address of principal executive offices) (Zip Code)
Sears, Roebuck and Co.
Non-Employee Director Stock Plan
(Full title of the plan)
Michael D. Levin, Esq.
Senior Vice President, General Counsel
and Secretary
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 847/286-
2500
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share price fee
Common Shares,
par value
$0.75 per
share 100,000 shares $ (2) $4,878,197.76(2) $1,682.14
1 The number of shares being registered represents the underlying
shares for the stock options, deferred shares and common share
equivalents to be granted under the Non-Employee Director Stock Plan.
2 Pursuant to Rule 457(h), the proposed maximum offering price per
share, proposed maximum aggregate offering price and registration fee
have been calculated as follows: 90,350 shares at $49.63 per share,
the average of the high and low reported sale prices on April 29,
1996, of the Company's Common Shares, as reported in a summary of
composite transactions for securities listed on the New York Stock
Exchange; and 7,236 shares and 2,414 shares at $41.32 per share and
$39.41 per share, respectively, the prices at which grants were made.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by Sears, Roebuck and Co. ("Sears")
with the Securities and Exchange Commission ("Commission") are
incorporated in and made a part of this Registration Statement by
reference, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or
information contained in any other subsequently filed document
incorporated herein by reference: (1) Sears Annual Report on Form 10-
K for the fiscal year ended December 30, 1995 (including the
description of Sears common shares in Item 5 on pages 18 and 19
therein); (2) Sears Current Report on Form 8-K for February 7, 1996;
and (3) from the date of filing of such documents, all documents filed
by Sears with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold (other than those portions of such documents
described in paragraphs (i), (k) and (l) of Item 402 of Regulation S-K
promulgated by the Commission).
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the common shares is being passed upon for Sears
by Robert J. Pence, Assistant General Counsel, Law Department, of
Sears. At April 30, 1996, Mr. Pence owned 560 Sears common shares,
including shares credited to his account in The Savings and Profit
Sharing Fund of Sears Employees as of March 29, 1996, and had options
granted under Sears employee stock plans relating to 5,120 Sears
common shares.
Item 6. Indemnification of Directors and Officers
Article V of the By-Laws of Sears, relating to indemnification of
directors and officers, is incorporated herein by reference to Exhibit
3(ii) to the Registrant's Annual Report on Form 10-K for the year
ended December 30, 1995. Article 7 of the Restated Certificate of
Incorporation of Sears, relating to limitation of personal liability
of a director, is incorporated herein by reference to Exhibit 3(i) to
Registrant's Annual Report on Form 10-K for the year ended December
30, 1995.
Sections 721 to 724 of the New York Business Corporation Law
authorize indemnification of directors and officers of Sears for
certain liabilities and expenses. Section 726 of said Law authorizes
the purchase of indemnification insurance. Section 402(b) of said Law
authorizes the limitation, in certain circumstances, of personal
liability of directors to the corporation or its shareholders for
damages for breach of duty in such capacity.
Sears has in effect insurance policies in the amount of $100
million covering all of its directors and officers in certain
instances where by law they may not be indemnified by Sears.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Exhibits to this Registration Statement are listed in the
Exhibit Index on page E-1 of this Registration Statement, which Index
is incorporated herein by reference.
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;
(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. 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 and 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 than
20 percent 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 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 the periodic reports
filed by the Registrant pursuant to Section 13 or 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.
B. 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
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. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in this Registration Statement above, 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 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 Act and will be governed by the final adjudication of
such issue.<PAGE>
SIGNATURES
The Registrant. 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 Hoffman
Estates, State of Illinois, on May 1, 1996.
SEARS, ROEBUCK AND CO.
By Alice M. Peterson*
Alice M. Peterson
Vice President and
Treasurer
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:
Signature Title Date
Arthur C. Martinez* Director, Chairman of
the Board of Directors and
Chief Executive Officer
(Principal Executive
Officer)
Alan J. Lacy* Executive Vice President
and Chief Financial Officer May 1, 1996
(Principal Financial Officer)
James A. Blanda* Vice President and Controller
(Principal Accounting Officer)
Hall Adams, Jr.* Director
Warren L. Batts* Director
James A. Cozad* Director
William E. LaMothe* Director
Michael A. Miles* Director
Nancy C. Reynolds* Director
Clarence B. Rogers, Jr* Director
Donald H. Rumsfeld* Director
Dorothy A. Terrell* Director
*By /s/ Alice M. Peterson Individually and as
Alice M. Peterson Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number
4(ii)(a) Restated Certificate of Incorporation of Sears, Roebuck
and Co. as amended (Incorporated by reference to
Exhibit 3(i) to Registrant's Annual Report on Form 10-K
for the year ended December 30, 1995 [SEC File No. 1
-416]).
4(ii)(b) By-Laws of Sears, Roebuck and Co. as amended to
February 6, 1996 (Incorporated by reference to Exhibit
3(ii) to the Annual Report on Form 10-K of Sears,
Roebuck and Co. for the year ended December 31, 1995
[SEC File No. 1-416]).
4(ii)(c) Text of the Sears, Roebuck and Co. Non-Employee
Director Stock Plan (Incorporated by reference to
Appendix B to the Registrant's proxy statement dated
March 20, 1996 [SEC File No. 1-416]).
5 Opinion of Robert J. Pence.*
23(a) Consent of Deloitte & Touche LLP.*
23(b) Consent of Robert J. Pence (included in Exhibit 5).
24 Power of Attorney of certain officers and directors.*
* Filed herewith
Exhibit 5
May 1, 1996
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
Ladies and Gentlemen:
I am an Assistant General Counsel of Sears, Roebuck and Co. (the
"Company"). The Corporate and Securities Law section of the Company's
Law Department, under my supervision, has acted as counsel to the
Company in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of 100,000 common shares, $0.75 par
value, of the Company issuable pursuant to the Company's Non-Employee
Director Stock Plan (the "Plan"). The Corporate and Securities Law
section has examined the Registration Statement on Form S-8 (the
"Registration Statement") and pertinent documents and records
including the Plan and the certificate of incorporation and by-laws of
the Company, and also has made such other examination as I have deemed
necessary or appropriate as a basis for the opinion hereinafter
expressed.
I am of the opinion that the Common Shares to be issued pursuant
to the Plan, when certificates therefor are delivered to participants
in accordance with the terms thereof, will be validly issued, fully
paid and nonassessable, and that (except for statutory claims by
laborers, servants, or employees for unpaid debts, wages or salaries,
chargeable against certain of the principal shareholders only in the
event of termination of listing and public trading in the Company's
shares) no personal liability for obligations of the Company will
attach to any holder of the Common Shares under existing statutes of
the State of New York, in which the Company is incorporated.
I consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robert J. Pence
Robert J. Pence
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Sears, Roebuck and Co. on Form S-8 of our report dated
February 15, 1996, appearing in, and incorporated by reference in, the
Annual Report on Form 10-K of Sears, Roebuck and Co. for the year
ended December 30, 1995.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Chicago, Illinois
May 1, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned,
being a director or officer, or both, of SEARS, ROEBUCK AND CO., a New
York corporation (the "Company"), does hereby constitute and appoint
ARTHUR C. MARTINEZ, ALAN J. LACY, MICHAEL D. LEVIN, JAMES A. BLANDA
and ALICE M. PETERSON, with full power to each of them to act alone,
as the true and lawful attorneys and agents of the undersigned, with
full power of substitution and resubstitution to each of said
attorneys, to execute, file or deliver any and all instruments and to
do all acts and things said attorneys and agents, or any of them, deem
advisable to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements or
regulations of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Securities Act
of common shares of the Company subject to the Company's NON-EMPLOYEE
DIRECTOR STOCK PLAN, including specifically, but without limitation of
the general authority hereby granted, the power and authority to sign
his or her name as a director or officer, or both, of the Company, as
indicated below opposite his or her signature to (i) the registration
statement, or any amendment, post-effective amendment or papers
supplemental thereto to be filed in respect to said common shares of
the Company; and (ii) the prospectus or any amendment, supplement or
revision thereof to be filed with said registration statement relating
to employees stock plans of the Company; and each of the undersigned
does hereby fully ratify and confirm all that said attorneys and
agents, or any of them, or the substitute of any of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed his or
her name, this 13th day of March, 1996
NAME TITLE
/s/ Arthur C. Martinez Director, Chairman of the
Arthur C. Martinez Board of Directors, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Alan J. Lacy Executive Vice President and Chief
Alan J. Lacy Financial Officer (Principal
Financial Officer)
/s/ James A. Blanda Vice President and Controller
James A. Blanda (Principal Accounting Officer)
/s/ Hall Adams, Jr. Director
Hall Adams, Jr.
/s/ Warren L. Batts Director
Warren L. Batts
/s/ James W. Cozad Director
James W. Cozad
/s/ William E. LaMothe Director
William E. LaMothe
/s/ Michael A. Miles Director
Michael A. Miles
/s/ Nancy C. Reynolds Director
Nancy C. Reynolds
/s/ Clarence B. Rogers, Jr. Director
Clarence B. Rogers, Jr.
/s/ Donald H. Rumsfeld Director
Donald H. Rumsfeld
/s/ Dorothy A. Terrell Director
Dorothy A. Terrell
