<PAGE> 1
As filed with the Securities and Exchange Commission on August 13, 1996
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FABRI-CENTERS OF AMERICA, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant specified in its charter)
Ohio 34-0720629
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5555 Darrow Road, Hudson, Ohio 44236
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(Address of Principal Executive Offices) (Zip Code)
1988 Stock Option Plan for Non-Employee Directors
- --------------------------------------------------------------------------------
(Full title of the plan)
Betty Rosskamm, Corporate Secretary
5555 Darrow Road, Hudson, Ohio 44236
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(Name and address of agent for service)
(216) 656-2600
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share (2)(3) price fee
- ------------- ---------- ------------ --------- -------
<S> <C> <C> <C> <C>
Class A Common 106,500 shares $14.69 $1,564,485 $539.48
Shares
Class B Common 82,500 shares $14.19 $1,170,675 $403.68
Shares
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"),
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, on the basis of the average of the high and low sale prices
for a Class A Common Share on the New York Stock Exchange - Composite
Transactions Tape on August 8, 1996.
(3) Estimated solely for the purpose of calculating the registration fee.
</TABLE>
<PAGE> 2
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------
The following documents filed by the Registrant with the Securities and Exchange
Commission are incorporated herein by reference and made a part hereof:
a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 27, 1996;
b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 27, 1996;
c) The descriptions of the Registrant's Class A Common Shares and Class B
Common Shares and rights to purchase Class A Common Shares and Class B
Common Shares under certain circumstances are contained in the
Registrant's Registration Statements filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), including any amendment or report filed for
the purpose of updating that description; and
All documents hereafter filed by the Registrant with the Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act from the date hereof and prior to
the termination of the awards of securities awarded hereby shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
- ---------------------------------
Not applicable
Item 5. Interests of Named Experts and Counsel
- ----------------------------------------------
Not applicable
Item 6. Indemnification of Directors and Officers
- -------------------------------------------------
Article V of the Company's Amended Regulations provides as follows:
INDEMNIFICATION
SECTION 1. Third Party Actions. The Registrant shall 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, administrative, or investigative (other than an action
or suit by or in the right of the Registrant), by reason of the fact
that he is or was a director, officer, employee, or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in
connection with the 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 Registrant and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Registrant or that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
SECTION 2. Derivative Actions. The Registrant shall indemnify any
person 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 Registrant to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee, or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or
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<PAGE> 3
settlement of the 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 Registrant, except that no indemnification shall be
made in respect of any claim, issue, or matter as to which that person
shall have been finally adjudged to be liable for negligence or
misconduct in the performance of his duty to the Registrant unless and
only to the extent that the Court of Common Pleas or the 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, that person is fairly and reasonably
entitled to indemnity for such expenses as the Court of Common Pleas or
the other court shall deem proper.
SECTION 3. Rights after Successful Defense. To the extent that a
director, trustee, officer, employee, or agent has been successful on
the merits or otherwise in defense of any action, suit, or proceeding
referred to in Section 1 or Section 2, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
SECTION 4. Other Determinations of Rights. Except in a situation
governed by Section 3, any indemnification under Section 1 or Section 2
(unless ordered by a court) shall be made by the Registrant only as
authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee, or agent
is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 1 or Section 2. The
determination shall be made (a) by a majority vote, at a meeting of
directors, of those directors who constitute a quorum and who were not
and are not parties to or threatened with any such action, suit, or
proceeding or (b), if such a quorum is not obtainable (or even if
obtainable) and a majority of disinterested directors so directs, in a
written opinion by independent legal counsel (compensated by the
Registrant) or (c) by the affirmative vote in person or by proxy of the
holders of record of a majority of the shares held by persons who were
not and are not parties to or threatened with any such action, suit, or
proceeding and entitled to vote in the election of directors, without
regard to voting power which may thereafter exist upon a default,
failure, or other contingency or (d) by the Court of Common Pleas or
the court in which such action, suit, or proceeding was brought.
SECTION 5. Advances of Expenses. Expenses (including attorneys' fees)
incurred in defending any action, suit, or proceeding referred to in
Section 1 or Section 2 may be paid by the Registrant in advance of
final disposition of the action, suit, or proceeding, as authorized by
the Board of Directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer,
employee, or agent to repay the amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Registrant.
SECTION 6. Purchase of Insurance. The Registrant may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, trustee, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against any liability asserted against him
and incurred by him in any capacity, or arising out of his status as
such, whether or not the Registrant would have the power to indemnify
him against liability under the provisions of this Article or of the
Ohio General Corporation Law.
SECTION 7. Mergers. In the case of a merger into this Registrant of a
constituent corporation which, if its separate existence had continued,
would have been required to indemnify directors, trustees, officers,
employees, or agents in specified situations, any person who served as
a director, officer, employee, or agent of the constituent corporation,
or served at the request of the constituent corporation as a director,
trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, shall be
entitled to indemnification by this Registrant (as the surviving
corporation) to the same extent he would have been entitled to
indemnification by the constituent corporation if its separate
existence had continued.
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<PAGE> 4
SECTION 8. Non-Exclusivity; Heirs. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled as a matter of law or
under the Articles of Incorporation, these Regulations, any agreement,
vote of shareholders or disinterested directors, any insurance
purchased by the Registrant, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding an
office, and shall continue as to a person who has ceased to be a
director, trustee, officer, employee, or agent and shall inure to the
benefits of the heirs, executors, and administrators of such a person.
The Registrant maintains liability insurance for all of its Directors and
Officers ("D&O insurance"). This D&O insurance also insures the Registrant
against amounts payable to indemnify Directors and Officers, subject to policy
limits and retention amounts.
Item 7. Exemption From Registration Claimed
- --------------------------------------------
Not applicable
Item 8. Exhibits
- -----------------
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
4.1 1988 Stock Option Plan for Non-Employee Directors
5.1 Opinion of Jones, Day, Reavis & Pogue as to the legality of
the Class A Common Shares being registered and its consent
23.1 Consent of Independent Public Accountants
23.2 Consent of Jones, Day, Reavis & Pogue (See Exhibit 5.1)
24.1 Power of Attorney
</TABLE>
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
end of the estimated 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% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
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<PAGE> 5
(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) of
this section do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section
15(d) of the Securities 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) The undersigned Registrant hereby undertakes that, 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted 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.
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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 Hudson, State of Ohio, on August 13, 1996.
FABRI-CENTERS OF AMERICA, INC.
By: /s/ Alan Rosskamm
---------------------
Alan Rosskamm
President and Chief Executive Officer
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
- -------------------------- ---------------------------------- ---------------
<S> <C> <C>
/s/ Alan Rosskamm Chairman of the Board and Director
- ------------------------ (Chief Executive Officer) August 13, 1996
Alan Rosskamm
/s/ Robert R. Gerber* Senior Vice President
- ------------------------ (Chief Accounting Officer) August 13, 1996
Robert R. Gerber
/s/ Betty Rosskamm* Director
- ------------------------
Betty Rosskamm August 13, 1996
/s/ Alma Zimmerman* Director
- ------------------------
Alma Zimmerman August 13, 1996
/s/ Scott Cowen* Director
- ------------------------
Scott Cowen August 13, 1996
/s/ Ira Gumberg* Director
- ------------------------
Ira Gumberg August 13, 1996
/s/ Samuel Krasney* Director
- ------------------------
Samuel Krasney August 13, 1996
/s/ Frank Newman* Director
- ------------------------
Frank Newman August 13, 1996
/s/ Gregg Searle Director
- ------------------------
Gregg Searle August 13, 1996
</TABLE>
The undersigned, by signing his name hereto, executes this Registration
Statement pursuant to a power of attorney executed by the above-named directors
and officers of the Registrant and filed with the Securities and Exchange
Commission as Exhibit 24.1 hereto.
*By: /s/ Alan Rosskamm
-----------------------
Alan Rosskamm, Attorney-in-fact
6
<PAGE> 1
EXHIBIT 4.1
FABRI-CENTERS OF AMERICA, INC.
1988 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
Effective: September 7, 1988
Amended: April 8, 1991
Amended: November 18, 1991
1. PURPOSE. This 1988 Stock Option Plan for Non-
Employee Directors (the "Plan") is designed to enable Fabri-
Centers of America, Inc. (the "Company"), through the grant of
options, to attract and retain highly qualified non-employee
directors and to provide additional incentive to those directors
through increased stock ownership.
2. ADMINISTRATION. The Plan shall be administered by a
committee consisting of not less than three directors of the Company (the
"Committee"), to be appointed by, and to serve during the pleasure of, the Board
of Directors of the Company. No non-employee director may be appointed or serve
as a member of the Committee. Subject to the terms of the Plan, the Committee
shall have full power and authority to interpret the provisions and supervise
the administration of the Plan. All decisions by the Committee pursuant to the
provisions of the Plan shall be final.
3. PARTICIPATION IN THE PLAN. Each director of the
Company who is not an employee of the Company or any of its
subsidiaries shall be a participant in the Plan. Each such
director at the time of the adoption of the Plan by the Board of
Directors was granted an option to purchase 15,000 shares of the
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Company's Common Stock (as that number has been adjusted to reflect the 3-for-2
stock split effected in January 1991).
Each newly elected non-employee director of the Company shall
automatically be granted, on the date of his election to the Board of Directors,
an option to purchase 15,000 shares of the Company's Common Stock at the option
price-set forth in Section 5.
Each continuing non-employee director of the Company shall
automatically be granted, upon completion of five continuous Years (as defined
herein) of service as a non-employee director, an option to purchase 10,000
shares of the Company's Common Stock at the option price set forth in Section 5.
For purposes of this paragraph a Year shall be the period beginning on the date
of each Annual Meeting of Shareholders held on or after June 5, 1989 and ending
on the date of the next succeeding Annual Meeting of Shareholders; provided,
however, that the last such period shall constitute a Year of Service only if
the director is re-elected, if his term is expired, at the Annual Meeting of
Shareholders held on the last day of such period.
The number of shares to be granted to each non-employee
director and the timing of the grants set forth in this Section 3, and the
option price set forth in Section 5, shall not be amended more than once every
six months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
4. SHARES SUBJECT TO THE PLAN. The shares subject to
the Plan shall be shares of the Company's Common Stock, without
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<PAGE> 3
par value, and may be authorized but unissued shares or treasury shares. The
total number of shares that may be delivered upon the exercise of all options
granted under the Plan may not exceed 150,000,* subject, however, to adjustment
as provided in Section 11.
5. OPTION PRICE. The option price shall be 100% of the fair
market value of the shares on the date the option is granted. In no event may
previously unissued shares be issued at a price less than that permitted by the
Ohio General Corporation Law. For purposes of this Plan, the "fair market value"
of shares on any date shall be the mean between the high and low sale prices of
the shares as reported for New York Stock Exchange-Composite Transactions on
that date or, if no shares are traded on that date, the next preceding date on
which trading occurred. In the event that the shares cease to be traded on the
New York Stock Exchange, the "fair market value" of the shares shall be
determined in the manner prescribed by the Committee.
6. EXERCISE OF OPTIONS. Except as otherwise provided in
Section 7, an option may be exercised only while the optionee remains a director
of the Company. No option granted under the Plan may be exercised prior to the
completion of one year of continuous service as director of the Company after
the date of grant, unless an option is accelerated as provided in this section,
nor, under any circumstances, later than the expiration date of the option.
Options granted under the Plan shall become exercisable in increments of
one-fourth of the total shares
- --------
* Reflects 3-for-2 stock split effected in Jan. 1991.
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<PAGE> 4
subject to the option upon completion of each of four successive one-year
periods of continuous service after the date of grant. If a one-fourth
installment of the number of shares subject to the option would otherwise
include a fraction of a share, that installment (unless it is the last
installment) shall be rounded up to the next larger number of full shares. Each
option shall terminate on the date that is ten years following the date of
grant.
In the event of a proposed merger or consolidation of the
Company into or with another corporation or a proposed sale of all or a
substantial part of the Company's assets and provision is not made pursuant to
the terms of such transaction for the assumption by the surviving, resulting or
acquiring corporation of outstanding options under the Plan, or for the
substitution of new options therefor, or in the event of a tender of exchange
offer for more than 25% of the Company's outstanding shares, or another
transaction or series of transactions that the Board determines is likely to
result in a change in control of the Company, the Board may accelerate the date
on which any outstanding option or any portion of an outstanding option becomes
exercisable. The Board shall give the optionee written notice of such
acceleration and the reasons therefor. The optionee may, but not more than 10
days prior to the effective date of the proposed transaction, exercise the
option to purchase any or all shares then subject to the option. Any such
exercise shall be conditioned upon the consummation of the transaction, and
shall become effective immediately prior to the consummation
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<PAGE> 5
date. If the transaction is consummated, each option, to the extent not
previously exercised prior to the date specified in the foregoing notice, shall
terminate on the effective date of such consummation. If the proposed
transaction is abandoned, the shares then subject to the option shall continue
to be available for purchase in accordance with the other provisions of the Plan
and any acceleration of the date on which any outstanding option, or part
thereof, becomes exercisable shall be rescinded. In addition to the foregoing,
the Committee may authorize the purchase of stock options previously granted to
any person who, at the time of any such transaction, is a director of the
Company for a price equal to the difference between the consideration per share
payable pursuant to the terms of the transaction and the option price.
In the event of the retirement of a director (including, for
purposes of this Plan, a determination not to stand for election for another
term after the expiration of his or her present term) after more than ten years
of continuous service as a director, the Committee may, following the
announcement of the proposed retirement, accelerate the date on which any
outstanding option becomes exercisable; provided, however, that no acceleration
may be made of any option granted within the prior twelve-month period. The
optionee may exercise his or her option only as specified in Section 7 or this
Section 6; provided, however, that the exercise of any option or installment
accelerated pursuant to the terms of this paragraph shall be conditioned upon
the retirement of the director.
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<PAGE> 6
7. EXERCISE OF OPTIONS AFTER TERMINATION OF SERVICE. When an
optionee ceases to be a director of the Company for any reason, that optionee
shall continue to have the right to exercise an outstanding option during the
three-month period immediately following the date of termination of such
service. Options shall be treated as outstanding for this purpose to the extent
that any exercisable installment has not been exercised or otherwise terminated
prior to the date of termination.
8. NOTICE OF GRANT. When a non-employee director is granted an
option under the Plan, the Committee shall promptly cause that director to be
notified in writing of the nature of the grant and the terms of the option. The
date on which the Director is elected or the date of the Annual Meeting of
Shareholders shall be considered to be the date on which the option is granted.
9. NOTICE OF EXERCISE; PAYMENT FOR SHARES; WITHHOLDING TAX
ELECTION. An option shall be considered to be exercised when the optionee
notifies the Company in writing of his intention to do so and tenders payment of
the option price in full. Unless otherwise determined by the Committee, payment
of the option price may be made in cash, by delivery of shares of the Company's
Common Stock (taken at their fair market value on the date of exercise, as
defined in Section 5), or partly in cash, and partly in shares at the election
of the optionee. No optionee shall have the right to vote or to receive
dividends on shares purchased upon exercise of an option until he has paid the
option price in full.
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<PAGE> 7
The Committee may, in its discretion and subject to such rules
as the Committee may adopt, likewise permit an optionee to satisfy, in whole or
in part, any withholding tax obligation that may arise in connection with the
exercise of an option by delivering Common Stock to the Company, or by having
the Company retain a portion of the Common Stock subject to the option, with a
fair market value of up to the amount of the withholding tax obligation. The
fair market value of the Common Stock to be delivered or retained shall be
determined as of the date immediately preceding the date on which the amount of
the withholding tax obligation is determined.
10. ASSIGNABILITY. An option granted under the Plan may not be
transferred other than by will or by the laws of descent and distribution and is
exercisable during an optionee's lifetime only by him. Each director to whom an
option is granted, by accepting the option agrees with the Company that, in the
event that the Company merges into or consolidates with another corporation or
the Company sells all or a substantial part of its assets, he will consent to
the assumption of the option, or accept a new option in substitution therefor,
if the Committee or the Board of Directors requests him to do so and the option
is not otherwise terminated in accordance with the provisions of Section 6.
11. ADJUSTMENTS UPON CHANGES IN SHARES. In the event
of any change in the shares subject to the Plan or to any option
granted under the Plan by reason of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split,
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<PAGE> 8
exchange of shares, or other change in the corporate structure of the Company,
the aggregate number of shares as to which options may thereafter be granted
under the Plan, the number of shares subject to each outstanding option, and the
option price for shares subject to each outstanding option shall be
appropriately adjusted by the Committee; provided, however, that the number of
shares automatically granted to newly elected non-employee directors (15,000)
and to non-employee directors upon completion of five continuous Years of
service (10,000), as set forth in Section 3, shall not be adjusted by reason of
any of the foregoing events.
12. PURCHASE FOR INVESTMENT. Each director receiving shares
upon exercise of an option may be required by the Company to furnish a
representation that he is acquiring the shares as an investment and not with a
view to distribution if the Company, in its sole discretion, determines that the
representation is required to ensure that the resale or other disposition of the
shares would not violate the Securities Act of 1933, as amended (the "1933
Act"), or any applicable state securities laws. The Company reserves the right
to place any legend or other symbol on certificates for shares delivered
pursuant to the Plan, and to issue any stop transfer or similar instructions to
the transfer agent, that the Company deems necessary and proper to assure
compliance with any such representation.
13. COMPLIANCE WITH SECURITIES LAWS. No certificate
for shares shall be delivered upon exercise of an option until
the Company has taken any action that is required to comply with
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<PAGE> 9
the provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended,
and any applicable state securities laws and with the requirements of any
exchange on which the Company's Common Stock may, at the time, be listed.
14. EFFECTIVE DATE. The Plan was adopted, and the initial
grant of options thereunder was made, by the Board of Directors on the date set
forth above, and such action shall be submitted to the Company's shareholders
for approval at the next annual or special shareholder meeting following that
date. Options granted prior to approval of the Plan by shareholders may not be
exercised until after the Plan has been so approved. If the shareholders do not
approve the Plan on or before September 6, 1989, all options previously granted
under the Plan shall terminate.
15. DURATION AND TERMINATION OF THE PLAN. The Plan shall
remain in effect until September 7, 1998 and shall then terminate, unless
terminated at an earlier date by action of the Board of Directors. Except as
provided in Section 14, termination of the Plan shall not affect options
previously granted.
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<PAGE> 1
Exhibit 5.1
Opinion and Consent of Jones, Day, Reavis & Pogue
August 13, 1996
Fabri-Centers of America, Inc.
5555 Darrow Road
Hudson, Ohio 44236
Re: Fabri-Centers of America, Inc. 1988 Stock
Option Plan for Non-Employee Directors
Dear Ladies and Gentlemen:
We have acted as special counsel for Fabri-Centers of America, Inc., an
Ohio corporation (the "Company"), in connection with the registration of the
Company's Class A Common Shares, without par value ("Class A Stock"), that may
be issued or transferred and sold under the Company's 1988 Stock Option Plan for
Non-Employee Directors (the "1988 Plan"). We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion, and based thereupon we are of the opinion that the shares of Class A
Stock that may be issued pursuant to the 1988 Plan are duly authorized and will
be, when issued in accordance with the 1988 Plan and any agreements contemplated
thereby, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Form S-8 Registration Statement being filed by the Company to effect
registration of the Class A Stock to be issued and sold pursuant to the 1988
Plan under the Securities Act of 1933.
Very truly yours,
Jones, Day, Reavis & Pogue
<PAGE> 1
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated April 11, 1996,
included in the Fabri-Centers of America, Inc. Form 10-K for the fiscal year
ended January 27, 1996 and to all references to our firm in this Registration
Statement.
Arthur Andersen LLP
Cleveland, Ohio,
August 13, 1996.
<PAGE> 1
Exhibit 23.2
Consent of Jones, Day, Reavis & Pogue
(See Exhibit 5.1)
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Fabri-Centers of America, Inc.
Commission File No. 1-6695
Registration Statement of Form S-8
(1988 Stock Option Plan for Non-Employee Directors)
---------------------------------------------------
Gentlemen:
The undersigned directors and officers of Fabri-Centers of America, Inc., an
Ohio corporation which proposes to file a Registration Statement on Form S-8
with the Securities and Exchange Commission with respect to 106,500 Class A
Common Shares, without par value, and 82,500 Class B Common Shares of the
Company to be offered pursuant to the terms of the Fabri-Centers of America,
Inc. 1988 Stock Option Plan for Non-Employee Directors, hereby constitute and
appoint Alan Rosskamm and Robert R. Gerber, and each of them, as their attorney,
with full power of substitution and resubstitution, for and in their name,
place, and stead, to sign and file the proposed Registration Statement and any
and all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to assure
compliance by the person signing with the Form S-8 Registration Statement filing
requirements. The authority confirmed herein shall remain in effect as to each
of the undersigned until such time as Securities and Exchange Commission shall
receive from such person a written communication terminating or modifying the
authority.
<TABLE>
<CAPTION>
Date Date
---- ----
<S> <C> <C> <C>
/s/ Alan Rosskamm August 13, 1996 /s/ Ira Gumberg August 13, 1996
- ----------------------- -----------------------
Alan Rosskamm Ira Gumberg
/s/ Robert R. Gerber August 13, 1996 /s/ Samuel Krasney August 13, 1996
- ------------------------ -----------------------
Robert R. Gerber Samuel Krasney
/s/ Betty Rosskamm August 13, 1996 /s/ Frank Newman August 13, 1996
- ------------------------ -----------------------
Betty Rosskamm Frank Newman
/s/ Alma Zimmerman August 13, 1996 /s/ Gregg Searle August 13, 1996
- ---------------------- -----------------------
Alma Zimmerman Gregg Searle
/s/ Scott Cowen August 13, 1996
- ----------------------
Scott Cowen
</TABLE>
