<PAGE> 1
As filed with the Securities and Exchange Commission on October 22, 1996
Registration No. 333-
- ------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------------
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)
----------------------------------------------------
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. ___
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. X
<PAGE> 2
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. ___
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. ___
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: ___
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed
each class maximum Proposed maximum Amount of
securities to Amount to offering price aggregate registration
be registered be registered per share (1) offering price (1) fee
- ------------- -------------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock 200,000 Shares $1.65 $330,000 $100.00
--$.01 Par
Value
</TABLE>
<F1>
(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.
<PAGE> 3
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
200,000 Shares
_______________
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 October 18,
1996, the last reported sale price of the Common Stock on the NNM was $1.65
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.
___________________
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.
___________________
The date of this Prospectus is October __, 1996.
<PAGE> 4
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 six months of 1996, it reported a net
loss of $57,633,000, reducing its stockholders' investment to $16,737,000.
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 1.75 to 1 as
of June 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. Further-
more, 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.
<PAGE> 5
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
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
<PAGE> 6
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.
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 and June 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.
<PAGE> 7
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.
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
Sydney L. Katz ("Mr. Katz" or the "Selling Stockholder") acquired the
200,000 shares of Common Stock offered hereby from the Company pursuant to a
Retirement Agreement between the Company and Mr. Katz, the Company's former
President and Chief Executive Officer. Mr. Katz had been the Company's
President and Chief Executive Officer since December 1, 1994. Prior to that
time, he held the posts of Executive Vice President and Chief Financial
Officer of the Company for more than five years. Mr. Katz retired as an
executive officer and as a member of the Board of Directors effective
October 4, 1996. 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. Katz
beneficially owns approximately 2.9% 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. Katz, 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. Katz upon
termination of this offering.
<TABLE>
<CAPTION>
Number of Share of Common Number of Shares
Selling Stockholder Stock Beneficially Owned Offered Hereby
- ------------------- ------------------------- ----------------
<S> <C> <C>
Sydney L. Katz 826,805* 200,000
_________________________
</TABLE>
<F1>
* Includes currently exercisable options covering 549,583 shares of the
Company's Common Stock. Mr. Katz retired as an executive officer and as a
director of the Company as of October 4, 1996, and his currently exercisable
options will expire on July 4, 1997, unless exercised. Options covering
150,417 shares of Common Stock of the Company held by Mr. Katz that were not
exercisable on October 4, 1996 were canceled on such date.
<PAGE> 8
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.
<PAGE> 9
PART II
<TABLE>
<CAPTION>
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Distribution
<S> <C>
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
_____________________
</TABLE>
<F1>
* 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
<PAGE> 10
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 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.
<TABLE>
<CAPTION>
Item 16. Exhibits
Title of Exhibit
----------------
<S> <C>
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)
</TABLE>
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
<PAGE> 11
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.
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.
<PAGE> 12
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 22nd day of October, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert K. Swanson Chairman of the Board, October 22, 1996
- ---------------------------- Chief Executive Officer
Robert K. Swanson and Director
/s/ Stanley G. Berman President and Chief October 22, 1996
- ---------------------------- Operating Officer
Stanley G. Berman
/s/ Michael J. Shea Executive Vice President October 22, 1996
- ---------------------------- and Chief Financial Officer
Michael J. Shea
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven L. Shapiro Vice President - Controller October 22, 1996
- ---------------------------- (Principal Accounting
Steven L. Shapiro Officer)
/s/ John R. Grey Director October 22, 1996
- ----------------------------
John R. Grey
s/ Maurice Grossman Director October 22, 1996
- ----------------------------
Maurice Grossman
/s/ Leo Kahn Director October 22, 1996
- ----------------------------
Leo Kahn
/s/ Russell Cox Director October 22, 1996
- ----------------------------
Russell Cox
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT INDEX
Number Title of Exhibit
- ------ ----------------
<S> <C>
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
signature page filed herewith)
</TABLE>
Exhibit 5
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October 21, 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 Sydney L. Katz of 200,000 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
Exhibit 23.1
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of Grossman's Inc.
for the registration of 200,000 shares of its common stock and to the
incorporation by reference therein 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
Boston, Massachusetts
October 22, 1996
