As filed with the Securities and Exchange Commission
on August 29, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FAMILY DOLLAR STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0942963
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10401 Old Monroe Road
P. O. Box 1017
Charlotte, North Carolina 28201-1017
(Address of Principal Executive Offices) (Zip Code)
FAMILY DOLLAR STORES, INC.
1989 Non-Qualified Stock Option Plan
(Full Title of the Plan)
GEORGE R. MAHONEY, JR.
Executive Vice President-General Counsel and Secretary
Family Dollar Stores, Inc.
P.O. Box 1017
Charlotte, NC 28201-1017
(Name and address of agent for service)
Telephone number, including
area code, of agent for service... (704) 814-3252
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
to be Registered Per Share (1) Price (1) Fee
Registered
<S> <C> <C> <C> <C>
Common
Stock, par
value $.10 750,000
per share shares $20.75 $15,562,500 $4,716.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee and computed according to Rule 457(h) under the Securities
Act of 1933, as amended, based on the average of the high and low
sales prices of the Registrant's Common Stock, as reported by the
New York Stock Exchange on August 26, 1997.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting the Prospectus of Family Dollar
Stores, Inc. (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to
the Securities Act of 1933, as amended (the "Securities Act"),
are kept on file at the offices of the Registrant. The
Registrant will provide without charge to employees, on the
written or oral request of any such person, a copy of any or all
of the documents constituting the Prospectus. Written requests
for such copies should be directed to the Corporate Secretary,
Family Dollar Stores, Inc., P. O. Box 1017, Charlotte, North
Carolina 28201-1017. Telephone requests may be directed to
(704) 814-3276.
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 (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for
the year ended August 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended November 30, 1996, February 28, 1997,
and May 31, 1997;
(c) The description of the Registrant's Common Stock
contained in its Registration Statement on Form 8-A, dated
June 19, 1979, filed by the Registrant in connection with
the listing of 4,430,000 of such shares on the New York
Stock Exchange.
All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the effectiveness of this Registration Statement and prior to
the filing of a post-effective amendment hereto which either
indicates that all securities offered hereto have been sold or
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement
and the Prospectus and to be a part hereof and thereof from the
date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein or therein shall be deemed to be modified or superseded
for purposes of this Registration Statement and the Prospectus to
<PAGE>
the extent that a statement contained herein or therein or in any
other subsequently filed document which also is or is deemed to
be 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 Registration Statement or the Prospectus.
The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits
to such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies
should be directed to the Corporate Secretary, Family Dollar
Stores, Inc., P. O. Box 1017, Charlotte, North Carolina
28201-1017. Telephone requests may be directed to
(704) 814-3276.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides
for the indemnification of officers and directors of the
Registrant in certain circumstances. The circumstances under
which and the persons for whose benefit indemnification shall or
may be made are set forth in Exhibit 99.2 hereto and incorporated
by reference. The indemnification provided for by the statute is
not exclusive of any other rights of indemnification. Article
XIII of the Registrant's By-Laws provides for indemnification to
the fullest extent permitted by the laws of the State of
Delaware. Pursuant to such By-Laws and as authorized by such
statute, the Registrant maintains insurance for directors and
officers of the Registrant against liability asserted against
such persons in such capacity whether or not the Registrant would
have the power to indemnify such officer or director against such
liability under the By-Laws or statute.
Pursuant to Delaware law, the Certificate of Incorporation
of the Registrant provides that a director of the Registrant
shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) for the unlawful payment of dividends or unlawful
stock purchases under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.
<PAGE>
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference in this Registration Statement.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
<S> <C>
5.1 Opinion of George R. Mahoney, Jr. as to
legality of securities to be registered.
23.1 Consent of George R. Mahoney, Jr.
(included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP,
independent certified public accountants.
99.1 1989 Stock Option Plan, amended as of
January 16, 1997, incorporated by
reference to Exhibit 10 (iii) to
Registrant's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1997.
99.2 Provisions of Delaware law relating to
indemnification.
</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;
(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 maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) do not
apply if the Registration Statement is on Form S-3 or 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
Regis-trant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act 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.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Town of Matthews and State
of North Carolina on the 28th day of August 1997.
FAMILY DOLLAR STORES, INC.
By: /s/ LEON LEVINE
LEON LEVINE
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 28th day of
August 1997, by the following persons in the capacities
indicated.
/s/ LEON LEVINE Chairman of the Board,
LEON LEVINE Treasurer (Principal Executive
Officer) and Director
/s/ R. JAMES KELLY Vice Chairman and Chief
R. JAMES KELLY Financial Officer and Director
/s/ HOWARD R. LEVINE President and Director
HOWARD R. LEVINE
/s/ GEORGE R. MAHONEY, JR. Executive Vice President and
GEORGE R. MAHONEY, JR. Director
/s/ C. MARTIN SOWERS Senior Vice President-Finance
C. MARTIN SOWERS (Principal Accounting Officer)
/s/ MARK R. BERNSTEIN
MARK R. BERNSTEIN Director
/s/ JAMES H. HANCE, JR.
JAMES H. HANCE, JR. Director
/s/ JAMES G. MARTIN
JAMES G. MARTIN Director
Exhibit 5.1
August 27, 1997
Board of Directors
Family Dollar Stores, Inc.
P. O. Box 1017
Charlotte, North Carolina 28201
Re: Family Dollar Stores, Inc.'s
1989 Non-Qualified Stock Option Plan
Gentlemen:
As General Counsel of Family Dollar Stores, Inc. (the
"Company"), I have examined the Company's Registration Statement
on Form S-8, together with the Exhibits thereto, which is
proposed to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, in order to
register an additional 750,000 shares of the Company's Common
Stock, par value $.10 per share, which may be sold pursuant to
the Company's 1989 Non-Qualified Stock Option Plan (the "Plan").
The Stockholders of the Company at the Annual Meeting of
Stockholders on January 16, 1997, approved an amendment to the
Plan to increase by 500,000 the number of shares available for
issuance thereunder. The Board of Directors of the Company on
June 25, 1997, authorized a 3 for 2 split of the Common Stock,
with the additional shares to be distributed on July 31, 1997.
As a result of this stock split, in accordance with the terms of
the Plan the number of additional shares of Common Stock which
may be sold pursuant to the Plan has increased from 500,000 to
750,000.
I am of the opinion that the additional 750,000 shares of
Common Stock reserved for issuance upon the exercise of options
granted or to be granted pursuant to the Plan are duly authorized
and, when issued pursuant to the exercise of such options in
accordance with the terms of the Plan and for a consideration not
less than the par value of the Common Stock, will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit
to the above-mentioned Registration Statement.
Very truly yours,
/s/GEORGE R. MAHONEY, JR.
GEORGE R. MAHONEY, JR.
General Counsel
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
October 11, 1996, which appears on page 17 of the 1996 Annual
Report to Shareholders of Family Dollar Stores, Inc., which is
incorporated by reference in Family Dollar Stores, Inc.'s
Annual Report on Form 10-K for the year ended August 31, 1996.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
August 27, 1997
Exhibit 99.2
Provisions of Delaware General Corporation Law
Regarding Indemnification
145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE. - (a) A corporation shall have power to
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 by or in the right of the
corporation) by reason of the fact that the person 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 attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person 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 reasonable cause to believe the person's
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, 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 the person 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 reasonable
cause to believe that the person's conduct was unlawful.
(b) A corporation shall have power to 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 corporation to procure a judgment in its favor by
reason of the fact that the person 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 attorneys' fees)
actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person 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 Court of Chancery 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, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
<PAGE>
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, 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.
(d) Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination
shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than
a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding
may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation as authorized
in this section. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who 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 any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this
section.
<PAGE>
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the corporation" shall include any services as
a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to
in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under
any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses
(including attorneys' fees). (Last amended by Ch. 186, L.'95,
eff. 7-10-95.)
