FABRI CENTERS OF AMERICA INC
S-8, 1996-08-13
MISCELLANEOUS SHOPPING GOODS STORES
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<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
- --------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                1996 Stock Option Plan for Non-Employee Directors
- --------------------------------------------------------------------------------
                            (Full title of the plan)

                       Betty Rosskamm, Corporate Secretary
                      5555 Darrow Road, Hudson, Ohio 44236
- --------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (216) 656-2600
- --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

=============================================================================================
                                      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    124,000 shares       $14.69        $1,821,560          $628.12
   Shares

Class B Common
   Shares         100,000 shares       $14.19        $1,419,000          $489.31


<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 Class A Common Shares and Class B Common Shares, respectively 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

                                        2



<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.

                                        3



<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>
           4.1    1996 Stock Option Plan for Non-Employee Directors (Incorporated by
                  reference to Exhibit A to the Registrant's Proxy Statement for its
                  Annual Meeting held on June 12, 1996 -- Commission File No. 1-6695)

           5.1    Opinion of Jones, Day, Reavis & Pogue as to the legality of
                  the Class A Common Shares and Class B 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;


                                        4



<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.


                                        5



<PAGE>   6



                                   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.
                1996 Stock Option Plan for Non-Employee Directors
   (Incorporated by reference to Exhibit A to the Registrant's Proxy Statement
  for its Annual Meeting held on June 12, 1996 -- Commission File No. 1-6695)









<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. 1996 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"), and Class
B Common Shares, without par value ("Class B Stock," together with Class A
Stock, the "Common Stock"), that may be issued or transferred and sold under the
Company's 1996 Stock Option Plan for Non-Employee Directors (the "1996 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 Common Stock that may be issued pursuant to the 1996
Plan are duly authorized and will be, when issued in accordance with the 1996
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 Common Stock to be issued and sold pursuant to the 1996 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
            (1996 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 124,000 Class A
Common Shares, without par value, and 100,000 Class B Common Shares, without par
value, of the Company to be offered pursuant to the terms of the Fabri-Centers
of America, Inc. 1996 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          July 23, 1996         /s/ Scott Cowen                July 23, 1996
- -----------------------                          ---------------------------
Alan Rosskamm                                    Scott Cowen

/s/ Gregg Searle           July 26, 1996         /s/ Ira Gumberg                July 23, 1996
- -----------------------                          ---------------------------
Gregg Searle                                     Ira Gumberg

/s/ Robert R. Gerber       July 26, 1996         /s/ Samuel Krasney             July 26, 1996
- -----------------------                          ---------------------------
Robert R. Gerber                                 Samuel Krasney

/s/ Betty Rosskamm         July 23, 1996         /s/ Frank Newman               July 23, 1996
- -----------------------                          ---------------------------
Betty Rosskamm                                   Frank Newman

/s/ Alma Zimmerman         July 23, 1996
- -----------------------                       
Alma Zimmerman
</TABLE>






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