As filed with the Securities and Exchange Commission on December 3, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GROSSMAN'S INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-0524830
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
45 DAN ROAD
CANTON, MA 02021
(617) 830-4000
(Address of principal executive offices, including zip code)
RICHARD E. KENT
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GROSSMAN'S INC.
45 DAN ROAD
CANTON, MA 02021
(617) 830-4250
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
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Please send copies of all communications to:
DAVID C. CHAPIN, ESQUIRE
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7000
Approximate date of commencement of proposed sale to the public: From time to
time after the effectiveness of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[GRAPHIC OMITTED]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [GRAPHIC OMITTED]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement under the earlier effective
registration statement for the same offering. [GRAPHIC OMITTED]
If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [GRAPHIC OMITTED]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [GRAPHIC OMITTED]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum Amount of
Title of each class Amount to offering price aggregate offering registration
securities to be registered be registered per share(1) price(1) fee
Common Stock -- $.01 Par Value 100,000 Shares $ .97 $97,000 $100.00
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be acceptable prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
GROSSMAN'S INC.
Common Stock
100,000 Shares
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All of the shares of GROSSMAN'S INC. (the "Company") Common Stock, par
value $.01 per share (the "Common Stock"), offered hereby are being sold by the
holder of the Common Stock named herein under "Selling Stockholder" (the
"Selling Stockholder"). The outstanding Common Stock of the Company is quoted on
the Nasdaq National Market ("NNM") under the symbol "GROS". On December 5, 1996,
the last reported sale price of the Common Stock on the NNM was $.97 per share.
The Company will not receive any of the proceeds from the sale of the
Common Stock. Any or all of such Common Stock covered by this Prospectus may
be sold, from time to time, by means of ordinary brokerage transactions or
otherwise. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Selling Stockholder named herein, or any pledgees, donees,
transferees or other successors in interest, directly, through agents to be
designated from time to time, or through dealers or underwriters also to be
designated, may sell the Common Stock from time to time in one or more
transactions in the over-the-counter market and in negotiated transactions, on
terms to be determined at the time of sale. See "Plan of Distribution." By
agreement, the Company will pay all the expenses of the registration of the
Common Stock by the Selling Stockholder other than underwriting discounts and
commissions and transfer taxes, if any. Such expenses to be borne by the Company
are estimated at $5,000.
The Selling Stockholder and any broker-dealers, agents or underwriters
that participate with the Selling Stockholder in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Common Stock purchased by them may be
deemed underwriting commissions or discounts under the Securities Act.
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The date of this Prospectus is December __, 1996.
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RISK FACTORS
In addition to the information contained elsewhere in this Prospectus,
prospective investors should carefully consider the following risk factors
before purchasing the securities offered hereby.
Absence of Profitability; Possible Future Losses. The Company has
experienced net losses in each year since 1993. In 1993, the Company lost
$68,348,000. In 1994, the Company lost $1,905,000. And in 1995, the Company lost
$198,000. Further, in the first nine months of 1996, it reported a net loss of
$56,100,000, reducing its stockholders' investment to $26,300,000. There can be
no assurances that the Company will ever return to a state of profitability and
growth.
Competition. The home improvement and building supply industry is
subject to intense competition. The Company competes with companies that exceed
it both in size and resources. Certain of the Company's competitors have greater
leverage with suppliers due to their size advantage over the Company and may
thus be able to obtain inventory at lower prices. Some of the Company's
competitors, further, may have greater financial resources than the Company,
which may enable them to market their products to the consumer and to
professional builders with greater efficacy.
Substantial Leverage; Ability to Service Outstanding Debt. The Company
is highly leveraged, with a debt-to-equity ratio of approximately 1.95 to 1 as
of September 30, 1996. Although the Company expects to meet the interest and
principal payment requirements on its secured debt and pay its other
indebtedness, there can be no assurance that the Company's actual operating
results or proceeds from currently-planned asset sales will in fact generate
sufficient cash to pay such obligations. If they do not, cash will have to be
generated from alternative sources such as additional asset sales, financings or
refinancings, or reductions in operating expenditures. Unfavorable conditions in
the construction industry, the high degree of leverage of the Company,
restrictive covenants contained in the Company's secured debt and working
capital facilities, liens granted on assets, and various other factors may limit
the ability of the Company to undertake successfully any such actions. No
assurance can be given as to the availability of alternative sources of funds if
such funds are needed by the Company. Any utilization of alternative sources of
funds may impair the competitive position of the Company, reduce its cash flow,
or have other adverse consequences, including imposition of burdensome
covenants, security interests, or other obligations, thereby possibly increasing
the risk of defaults under applicable debt instruments or causing other
consequences that could be adverse to the Company and holders of its Common
Stock.
Uncertainty of Supply and Price of Products. The Company's Contractors'
Warehouse division sells building materials and supplies manufactured by
multiple manufacturers and suppliers. Although the Company has a widely
diversified base of suppliers, future supply shortages may occur from time to
time as a result of unanticipated demand or production difficulties.
Furthermore, the financial performance of Contractors' Warehouse is
significantly influenced by the cost of lumber which, as a commodity item, can
be volatile. A significant fluctuation in the price of lumber could have a
material adverse effect on the Company's future profitability and could create
cyclicality in the Company's operating performance.
Sensitivity to Economic and Other Conditions. The Company's businesses,
particularly the Contractors' Warehouse division, are highly seasonal and
require significant amounts of working capital in the period from
mid-November-March to finance inventory purchases in anticipation of the
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construction seasons. While the Company believes that its existing revolving
credit agreement will provide sufficient working capital to finance such
purchases, if the Company is unable to adequately stock its stores, its sales
and profitability will be adversely affected. Furthermore, a downturn in the
economy in one or more markets served by the Company, particularly in the West
and Midwest where the Company's Contractors' Warehouse stores are located, could
have a material adverse effect on the Company's operations.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at its regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such materials can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, on payment of prescribed charges. The
Commission also maintains a Web site at http://www.sec.gov. which contains
reports, proxy statements and other information regarding registrants, like the
Company, that file electronically. Such reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act, with respect
to the shares of Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which have been omitted in accordance with the rules and regulations of the
Commission, and the exhibits relating thereto, which have been filed with the
Commission. Copies of the Registration Statement and the exhibits are on file at
the offices of the Commission and may be obtained upon payment of the fees
prescribed by the Commission, or examined without charge at the public reference
facilities of the Commission described above.
No person is authorized in connection with the offering made hereby to
give any information or to make any representation not contained or incorporated
by reference in this Prospectus, and any information or representation not
contained or incorporated herein must not be relied upon as having been
authorized by the Company, the Selling Stockholder or any underwriter. This
Prospectus relates solely to the Common Stock and it may not be used or relied
on in connection with any other offer or sale of securities of the Company. This
Prospectus does not constitute an offer to sell or a solicitation of any offer
to buy by any person in any jurisdiction in which it is unlawful for such person
to make such an offer or solicitation. Neither the delivery of this Prospectus
at any time nor any sale made hereunder shall under any circumstance imply that
the information herein is correct as of any date subsequent to the date hereof.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously or simultaneously filed with the
Commission by the Company are incorporated herein by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996, June 30, 1996, and September 30, 1996.
(c) The Company's Current Report on Form 8-K filed on April 16, 1996.
(d) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act after the date
of this Prospectus prior to the termination of the offering shall be deemed
incorporated herein by reference from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any other subsequently filed
document that also is 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 superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents that have been incorporated by reference in this
Prospectus, other than exhibits to such documents. Such documents may be
obtained by writing to Grossman's Inc., 45 Dan Road, Canton, MA 02021,
Attention:
Corporate Secretary, or by calling (617) 830-4000.
THE COMPANY
The Company operates 42 stores under the names "Contractors' Warehouse"
and "Mr. 2nd's Bargain Outlet" in eight states.
The 16 Contractors' Warehouse stores are located in California,
Indiana, Kentucky, Nevada and Ohio. The stores serve remodelers, independent
contractors, homebuilders and other building professionals and range in size
form 70,000 to 100,000 square feet on approximately seven acres. In addition,
the stores operate large drive-thru lumber yards. Of the 16 stores, 15 are
leased and one is owned.
Mr. 2nd's Bargain Outlet operates 26 stores in Massachusetts, New York
and Rhode Island. The stores offer close-outs, seconds and over-stocks in a wide
range of building materials, related merchandise and other inventory
opportunistically acquired. The stores typically are approximately 20,000 square
feet on two acres. Of the 26 stores, 11 are leased and 15 are owned; the
Division also leases a distribution center.
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The Company also has a 50% interest in a Mexican joint venture that
currently operates one building materials store, modeled after the Contractors'
Warehouse format, in Monterrey, Mexico.
USE OF PROCEEDS
The Company will not receive any of the proceeds of the Common Stock
offered hereby.
SELLING STOCKHOLDER
Robert K.Swanson ("Mr. Swanson" or the "Selling Stockholder") acquired
the 100,000 shares of Common Stock offered hereby from the Company pursuant to
an Agreement between the Company and Mr. Swanson, the Company's Chief Executive
Officer and Chairman of the Board. Mr. Swanson has been a member of the
Company's Board of Directors since 1987 and Chairman of the Board since November
of 1994. Upon the retirement of the Company's President and Chief Executive
Officer on October 4, 1996, Mr. Swanson was elected to serve as the Company's
Chief Executive Officer. The Company may from time to time supplement or amend
this Prospectus, as required, to provide other information with respect to the
Selling Stockholder.
The following table sets forth certain information regarding ownership
of the Company's Common Stock by the Selling Stockholder. Mr. Swanson
beneficially owns approximately .96 % of the Company's Common Stock. However,
since the offering contemplated by this Prospectus relates only to a portion of
the shares of Common Stock owned by Mr. Swanson, and because the offering is not
being underwritten on a firm commitment basis, no estimate can be given as to
the amount of the Common Stock that will be held by Mr. Swanson upon termination
of this offering.
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF SHARES OF COMMON NUMBER OF SHARES
SELLING STOCKHOLDER STOCK BENEFICIALLY OWNED OFFERED HEREBY
Robert K. Swanson 270,446* 100,000
</TABLE>
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* Includes currently exercisable options covering 30,000 shares of the
Company's Common Stock.
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PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Stockholder of the Common Stock offered hereby. Any or all of the shares
of Common Stock may be sold from time to time (i) to or through underwriters or
dealers, (ii) directly to one or more other purchasers, (iii) through agents on
a best-efforts basis, or (iv) through a combination of any such methods of sale.
The shares of the Common Stock offered hereby (the "Shares") may be
sold from time to time by the Selling Stockholder, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made in the
over-the-counter market or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Shares may be sold by one or more of the following: (a) a
block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus;
(c) an exchange distribution in accordance with the rules of such exchange; and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Stockholder may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from Selling
Stockholder in amounts to be negotiated prior to the sale.
The Selling Stockholder and any such underwriters, dealers or agents
that participate in the distribution of the Common Stock may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions or concessions
received by them may be deemed to be underwriting discounts and commissions
under the Securities Act. The Common Stock may be sold from time to time in one
or more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the Selling Stockholder or by an agreement between
the Selling Stockholder and underwriters or dealers. Brokers or dealers acting
in connection with the sale of Common Stock contemplated by this Prospectus may
receive fees or commissions in connection therewith.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for a period
of nine business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Stockholder and any
person participating in the distribution of the Common Stock will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation rules 10b-6 and 10b-7, which provisions
may limit the timing of purchases and sales of the Common Stock by the Selling
Stockholder or any such other person.
In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Common Stock may not be sold
unless its has been registered or qualified for sale in such state, or unless an
exemption from registration or qualification is available.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF DISTRIBUTION
SEC registration fee................................$ 100.00
Blue Sky fees and expenses*......................... 500.00
Legal fees and expenses*............................ 1,500.00
Accounting fees and expenses*....................... 2,800.00
Miscellaneous*..................................... 100.00
Total Expenses.............................$ 5,000.00
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* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonably cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation 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 to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty
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of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of
dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Certificate provides that the Company's Directors
shall not be liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director except to the extent that exculpation
from liabilities is not permitted under the DGCL as in effect at the time such
liability is determined. The Registrant's Certificate further provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
The Company has a liability insurance policy in effect which covers
certain claims against any officer or director of the Company by reason of
certain breaches of duty, neglect, errors or omissions committed by such person
in his or her capacity as an officer or director.
For the undertaking with respect to indemnification, see Item 17 herein.
ITEM 16. EXHIBITS
Title of Exhibit
5 Opinion of Ropes & Gray
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ropes & Gray (included in the opinion filed as
Exhibit 5)
24 Power of Attorney (included as part of signature page filed
herewith)
ITEM 17. UNDERTAKINGS
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 set forth in Item 15 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
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indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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.
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:
a. To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
b. 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;
c. 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 (1)(a) and (1)(b) 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 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.
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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-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Canton, Commonwealth of Massachusetts, on the [
]th day of December, 1996.
GROSSMAN'S INC.
By:/s/Robert K. Swanson
Name: Robert K. Swanson
Title: Chairman of the Board
and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Grossman's Inc., hereby
severally constitute Richard E. Kent and David C. Chapin, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement filed herewith and any and all amendments to said
Registration Statement (including post-effective amendments), and generally to
do all such things in our name and behalf in our capacities as officers and
directors to enable Grossman's Inc. to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
Witness our hands on the date set forth below.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/Robert K. Swanson Chairman of the Board, Chief
Robert K. Swanson Executive Officer and Director December 6, 1996
/s/Michael J. Shea Executive Vice President and Chief
Michael J. Shea Financial Officer December 6, 1996
/s/Steven L. Shapiro Vice President -- Controller
Steven L. Shapiro (Principal Accounting Officer) December 6, 1996
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/s/Stanley G. Berman President December 6, 1996
Stanley G. Berman
/s/John R. Grey Director December 6, 1996
John R. Grey
/s/Maurice Grossman Director December 6, 1996
Maurice Grossman
/s/Leo Kahn Director December 6, 1996
Leo Kahn
/s/Russell Cox Director December 6, 1996
Russell Cox
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EXHIBIT INDEX
NUMBER TITLE OF EXHIBIT PAGE
5 Opinion of Ropes & Gray II-7
23.1 Consent of Ernst & Young LLP II-8
23.2 Consent of Ropes & Gray (included in the
opinion filed as Exhibit 5)
24 Power of Attorney (included as part of
signature page filed herewith)
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Exhibit 5
December 2, 1996
Grossman's Inc.
45 Dan Road
Canton, Massachusetts 02021
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of Grossman's Inc. (the "Company") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Registration Statement"), covering the offering and possible future sale
by Robert K. Swanson of 100,000 shares of common stock of the Company (the
"Common Stock").
We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. For purposes of our
opinion, we have examined and relied upon the information set forth in the
Registration Statement and such other documents, records, certificates and other
instruments as we have deemed necessary. We have assumed the genuineness and
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as copies.
We express no opinion as to the laws of any jurisdiction other than
those of The Commonwealth of Massachusetts, the Delaware General Corporation Law
and the federal laws of the United States of America.
Based on and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
2. The shares of Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Common Stock to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. We consent to the filing of this opinion with and as a part of said
Registration Statement and the use of our name therein.
Very truly yours,
Ropes & Gray
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3) and related prospectus of Grossman's Inc. for the registration of 100,000
shares of its common stock, of our report dated April 9, 1996, with respect to
the consolidated financial statements and schedules of Grossman's Inc. included
in its Annual Report on Form 10-K for the year ended December 31, 1995, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
December 6, 1996
II - 8
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