As filed with the Securities and Exchange Commission on March 27, 1998
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 3,000,000
per share shares $36.00 $108,000,000 $31,860.00
</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
March 23, 1998.
<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, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 30, 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>
3.1 Certificate of Amendment, dated
January 15, 1998, of Certificate of
Incorporation.
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 15, 1998.
99.2 Provisions of Delaware law relating to
indemnification, incorporated by reference
to Exhibit 99.2 of Registrant's Registration
Statement on Form S-8, Registration No.
333-34611, effective August 29, 1997.
</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;
<PAGE>
(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;
(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
Registrant 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.
<PAGE>
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 26th day of March 1998.
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 26th day of
March 1998, 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
March 26, 1998
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 3,000,000 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 15, 1998, approved an amendment to the
Plan to increase by 3,000,000 the number of shares available for
issuance thereunder.
I am of the opinion that the additional 3,000,000 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 3, 1997, which appears on page 17 of the 1997 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, 1997.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
March 26, 1998
EXHIBIT 99.2
Amended as of
January 15, 1998
FAMILY DOLLAR STORES, INC.
1989 NON-QUALIFIED STOCK OPTION PLAN
1. PURPOSE. The purpose of the 1989 Non-Qualified Stock
Option Plan (the "Plan") of Family Dollar Stores, Inc. is to
encourage ownership of a stock interest in Family Dollar Stores,
Inc. by certain officers and other key employees of the Company
(as such term is defined below) as an added incentive to remain
in the employ of the Company and to increase their efforts on its
behalf, and in order for the Company to retain and attract
persons of competence, and to gain for the organization the
advantages inherent in key employees having a sense of
proprietorship.
The term "subsidiary," as used herein, shall be deemed to
mean any corporation (other than Family Dollar Stores, Inc.), in
an unbroken chain of corporations beginning with and including
Family Dollar Stores, Inc. if, at the time of the granting of the
option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of
the other corporations in such chain. The term "Company," as
used herein, shall include Family Dollar Stores, Inc. and any
present or future subsidiary thereof.
2. THE STOCK. The shares of stock which may be issued
and sold under the Plan shall not, except as such number may be
adjusted pursuant to Article 10 hereof, exceed 5,522,185 shares
of Common Stock of Family Dollar Stores, Inc. which may be either
authorized and unissued shares or issued shares reacquired by
Family Dollar Stores, Inc. Any shares subjected to an option
under the Plan which terminates, is cancelled or expires for any
reason unexercised as to such shares may again be sub-jected to
an option under the Plan notwithstanding the above limitation.
3. ELIGIBILITY. Options shall be granted only to
officers and other key employees (including those who are also
directors) who, at the time of the grant of the option, (a) are
employees of the Company and (b) are primarily responsible for
the management and growth of the Company or who otherwise
materially contribute to the conduct and direction of its
business and affairs. A person eligible to receive an option
under the Plan is hereinafter sometimes referred to as an
"employee" and a person to whom an option is granted hereunder is
hereinafter sometimes referred to as an "optionee."
<PAGE>
4. GRANT OF OPTIONS. The Stock Option Committee (the
"Committee") of the Board of Directors of Family Dollar Stores,
Inc. (the "Board") shall determine the employees who are to be
granted options under the Plan, the number of shares subject to
each option and the consideration to the Company for the granting
of options under the Plan, as well as the conditions, if any,
which it may deem appropriate to insure that such consideration
will be received by, or will accrue to, the Company. In the
discretion of the Committee, such consideration need not be the
same but may vary for options granted under the Plan at the same
time or from time to time.
The Committee may grant more than one option to an
employee during the life of the Plan and such option may be in
addition to, or in substitution for, an option or options,
previously granted. The maximum aggregate number of shares of
Common Stock of Family Dollar Stores, Inc. subject to options
which may be granted under the Plan to any optionee during any
twelve-month period is 150,000. No options shall be granted
under the Plan after November 30, 2008.
Each option granted pursuant to the Plan shall be
evidenced by a written option agreement between Family Dollar
Stores, Inc. and the optionee which shall contain such
provisions, terms and conditions (which need not be the same for
all options) as the Committee shall in its discretion determine
to be appropriate and within the contemplation of the Plan. Each
option agreement shall provide that the option granted thereby
will not be treated as an "incentive stock option" within the
meaning of Section 422A of the Internal Revenue Code of 1986.
5. OPTION PRICE. (a) The price or prices per share for
shares of Common Stock of Family Dollar Stores, Inc. to be sold
pursuant to an option shall be such as shall be fixed by the
Committee, but not less in any case than 100 percent of the fair
market value per share for such stock on the date of the granting
of the option, subject to adjustment as provided in Article 10
hereof.
For the purpose hereof, the term "fair market value" per
share shall mean the mean between the average high bid and low
asked prices quoted by the National Quotations Bureau Inc. for
the over-the-counter market on the date of the grant of such
option or, if no bid and asked prices are quoted on such day,
then on the next preceding day on which there were such
quotations, or if such stock is listed on a national securities
exchange, then the average of the highest price and the lowest
price at which the Common Stock shall have been sold regular way
on the national securities exchange on the date of the grant of
such option or, if no sales occur on such day, then on the next
preceding day on which there were such sales of Common Stock or,
<PAGE>
if any time the Common Stock shall not be quoted by the National
Quotations Bureau Inc. for the over-the-counter market and the
Common Stock shall not be listed on any national securities
exchange, the Committee shall determine the fair value on the
basis of available prices for such stock or in such manner as the
Board may deem reasonable.
(b) For the purposes of Articles 5 and 6 hereof, the date
of the granting of an option under the Plan shall be the date
fixed by the Committee as the date for such option for the
employee who is to be the recipient thereof.
6. PERIOD OF OPTION AND CERTAIN
LIMITATIONS ON RIGHT TO EXERCISE.
Options will be exercisable over the Option Period, which,
in the case of each option, shall be a period of not more than
five years from the date of the grant of such option, as follows:
(i) at any time during the third year of the Option Period the
optionee may purchase up to 40 percent of the total number of
shares to which his option relates (adjusted, if a fraction of a
share would otherwise result thereby, to the nearest full number
of shares);
(ii) at any time during the Option Period after the end of the
third year the optionee may purchase on a cumulative basis up to
70 percent of the total number of shares to which his option
relates (adjusted, if a fraction of a share would otherwise
result thereby, to the nearest full number of shares); and
(iii) at any time during the Option Period after the end of the
fourth year the optionee may purchase on a cumulative basis up to
100 percent of the total number of shares to which his option
relates; provided, however, that except as provided in Articles 8
and 9 hereof, no option may be exercised unless the optionee is
then in the employ of the Company and shall have been
continuously so employed since the date of the grant of his
option. Absence on leave approved by the Committee shall not be
considered an interruption of employment for any purpose of the
Plan. Family Dollar Stores, Inc. may, if it or its counsel shall
deem it necessary or desirable for any reason, require the
optionee (or the purchaser acting under Article 9 hereof) to
represent in writing to Family Dollar Stores, Inc. at the time of
the exercise of such option that it is his then intention to
acquire the shares of Common Stock as to which his option is then
being exercised for investment and not with a view to the
distribution thereof.
<PAGE>
7. NON-TRANSFERABILITY OF OPTION. No option granted under
the Plan to an employee shall be transferable by him otherwise
than by will or by the laws of descent and distribution, and such
option shall be exercisable, during his lifetime, only by him or
by his guardian or legal representative.
8. TERMINATION OF EMPLOYMENT. If an optionee shall cease
to be employed by the Company for any reason (other than death or
discharge for cause), he may, but only within three months after
the date he ceases to be an employee of the Company (and in no
event after the expiration of the Option Period), exercise his
option to the extent that he was entitled to exercise it at the
date of such cessation. The Plan shall not confer upon any
optionee any right with respect to continuation of employment by
the Company, nor shall it interfere in any way with his right or
the Company's right to terminate his employment at any time.
Notwithstanding any of the provisions hereinabove set forth, in
the event that any optionee shall be discharged for cause, he
shall forthwith forfeit all rights under any options granted to
him under the Plan. "Cause" shall be deemed to include, but not
be limited to, dishonesty, the proven commission of crime,
disclosure of the Company's affairs to competitors or other
unfaithfulness to the interests of the Company, continued
absence except on account of illness or disability, or gross
insubordination.
9. DEATH OF OPTIONEE. If an optionee dies while in the
employ of the Company, or within three months after the date he
ceases to be an employee of the Company (other than by reason of
discharge for cause), the option theretofore granted to him shall
be exercisable by the estate of the optionee, or by a person who
acquired the right to exercise such option by bequest or
inheritance or by reason of the death of the optionee, but only
within a period of fifteen calendar months next succeeding such
death (and in no event after expiration of the Option Period),
and then only if and to the extent that he was entitled
to exercise it at the date of his death, except as the number of
shares may be adjusted in accordance with the provisions of
Article 10 hereof.
10. STOCK ADJUSTMENTS.
(a) In the event of a recapitalization, stock split, reverse
stock split, stock dividend, reclassification, or merger,
consolidation, or reorganization in which the Company is the
surviving corporation, or any other change in the corporate
structure or Common Stock of the Company, the Committee shall
make such adjustments, if any, proportionate to such change, as
it may deem appropriate in the number of shares authorized by the
Plan, in the number of shares covered by the options granted, and
in the option price.
<PAGE>
(b) In the event of dissolution or liquidation of the
Company, or a reorganization, merger or consolidation of the
Company with one or more corporations in which the Company is not
the surviving corporation, or a sale of substantially all the
property or more than eighty percent (80%) of the then
outstanding stock of the Company to another corporation, the Plan
shall terminate and any option heretofore granted pursuant to the
Plan shall terminate unless provision be made in writing in
connection with such transaction for the continuance of the Plan
and/or for the assumption of options theretofore granted, or the
substitution for such options of new options covering the stock
of a successor employer corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind
of shares and prices, in which event the Plan and options
theretofore granted shall continue in the manner and under the
terms so provided.
(c) Adjustments under Article 10 hereof shall be made by
the Committee whose determination as to what adjustments shall be
made, and the extent thereof, shall be final, binding and
conclusive. No fractional shares of Common Stock shall be issued
pursuant to any such adjustment, and any fraction resulting from
any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.
11. ADMINISTRATION OF THE PLAN. The Plan shall be
administered by the Committee. The Committee shall consist of
two or more members of the Board who are appointed to the
Committee by the Board, and each of whom is an "outside director"
as such term is defined in Section 162(m) of the Internal Revenue
Code and any regulations thereunder. If any member of the
Committee does not meet the qualifications for an "outside
director," then that member shall be replaced with another
director meeting such qualifications such that the Committee
shall always be comprised of at least two persons meeting such
qualifications. The Committee is authorized to establish such
rules and regulations for the proper administration of the Plan
as it may deem advisable and not inconsistent with the provisions
of the Plan. All questions arising under the Plan or under any
rule or regulation with respect to the Plan adopted by the
Committee, whether such questions involve an interpretation of
the Plan or otherwise, shall be decided by the Committee.
12. PAYMENT FOR SHARES. Payment for shares purchased shall
be made in full at the time of the exercise of the option. No
loan or advance shall be made by the Company for the purpose of
financing, in whole or in part, the purchase of optioned shares.
An optionee or his legal representatives shall have none of the
rights of a stockholder with respect to shares subject to option
until such shares shall be issued upon exercise of the option.
<PAGE>
13. AMENDMENT AND TERMINATION OF PLAN.
(a) The Board may at any time suspend or terminate the
Plan. The Board may also at any time amend or revise the terms
of the Plan or any option to be granted thereunder, provided
that no such amendment or revision shall affect the determination
of officers and directors to participate in the Plan or of
the timing, pricing and amount of a grant, all of which
determinations and amendments and revisions thereof shall be
made by the Committee, and provided further that, without
stockholder approval, no such amendment or revision shall:
(i) materially increase the benefits accruing to employees
under the Plan; or
(ii) increase the number of shares subject to the Plan
(except as permitted under the provisions of Article 10 hereof);
or
(iii) materially modify the requirements as to eligibility
for participation in the Plan.
(b) No amendment, suspension or termination of the Plan
shall, without the consent of the optionee, alter or impair any
rights or obligations under any option theretofore granted under
the Plan.
14. COMPLIANCE WITH LAW AND OTHER CONDITIONS. No shares
shall be issued pursuant to the exercise of any option granted
under the Plan prior to compliance by Family Dollar Stores, Inc.
to the satisfaction of its counsel with any applicable laws.
15. WITHHOLDING OF TAXES. Each optionee who exercises an
option shall agree that no later than the date of such exercise
or receipt of shares pursuant thereto he will pay to the Company,
or make arrangements satisfactory to the Committee regarding
payment of, any federal, state or local taxes of any kind
required by law to be withheld with respect to the transfer to
him of such shares of Common Stock.
16. APPROVAL BY STOCKHOLDERS. The Plan shall become
effective December 1, 1988, subject to approval thereof by vote
(in person or by proxy) of the holders of a majority of all
outstanding shares of Common Stock of Family Dollar Stores, Inc.
entitled to vote at the annual meeting of stockholders on
January 19, 1989, called to take action thereon.
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FAMILY DOLLAR STORES, INC.
Family Dollar Stores, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Family Dollar
Stores, Inc., by the unanimous vote of its members, as set forth
in the minutes of the Board, duly adopted a resolution setting
forth a proposed amendment to the Certificate of Incorporation of
said corporation, declaring said amendment to be advisable and
directing that the amendment proposed be considered at the next
annual meeting of the stockholders of said corporation. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Board of Directors deems, and
hereby declares, that it is advisable and in the best
interest of the Company and its Stockholders that the
Certificate of Incorporation of the Company be amended
to increase the authorized number of shares of Common
Stock, par value $.10 per share, from 120,000,000 to
300,000,000, and in order to effect the foregoing, the
Board of Directors hereby proposes and recommends that
the first paragraph of Article FOURTH be stricken out
and deleted in its entirety from the Company's
Certificate of Incorporation and that the following
paragraph be substituted in lieu thereof:
" FOURTH: The total number of shares of Stock
which the Corporation shall have authority to issue is
Three Hundred Million Five Hundred Thousand
(300,500,000), of which Five Hundred Thousand (500,000)
shares of the par value of $1.00 per share are to be
Preferred Stock (hereinafter called the "Preferred
Stock") and Three Hundred Million (300,000,000) shares
of the par value of $.10 per share are to be Common
Stock (hereinafter called the "Common Stock")."
SECOND: That thereafter, pursuant to resolution of its
Board of Directors, the Annual Meeting of the stockholders of
said corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of
shares as required by statue were voted in favor of the said
amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, said Family Dollar Stores, Inc., has
caused its corporate seal to be hereunto affixed and this
certificate to be signed by Howard R. Levine, its President, and
attested by George R. Mahoney, Jr., its Secretary, this 15th day
of January, 1998.
FAMILY DOLLAR STORES, INC.
(CORPORATE SEAL)
By: HOWARD R. LEVINE
HOWARD R. LEVINE, President
ATTEST:
By: GEORGE R. MAHONEY, JR.
GEORGE R. MAHONEY, JR.
Secretary
