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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________
The Home Depot, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-3261426
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
2727 Paces Ferry Road, Atlanta, GA 30339-4089
(Address of Principal Executive Offices) (Zip Code)
THE HOME DEPOT, INC.
NON-U.S. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
_________________________
BERNARD MARCUS Copies requested to:
Chairman and CEO Howard E. Turner, Esq.
The Home Depot, Inc. Smith, Gambrell & Russell
2727 Paces Ferry Road Suite 3100, Promenade II
Atlanta, Georgia 30339-4089 Atlanta, Georgia 30309-3592
(404) 433-8211
(Name, address and telephone number of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
_______________________________________________________________________________
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share (*) Price (*) Fee
______________________________________________________________________________
Common Stock
($.05 par value) 5,000,000 $ 41.00 $205,000,000 $70,690
______________________________________________________________________________
______________________________________________________________________________
(*) Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices on April 25, 1995,
pursuant to Rule 457 (c) and (h) under the Securities Act of 1933,
as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by The Home Depot, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") and are hereby incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the year
ended January 29, 1995, filed with the Commission pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the
"1934 Act"); and
(2) The section entitled "Description of Common Stock" in
Registrant's Report on Form 8-A, filed with the Commission pursuant
to the 1934 Act.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
1934 Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
to be a part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV, Section 4, of the Registrant's Restated By-Laws
provide that to the fullest extent permitted by Delaware law, each
former, present or future, director, officer, employee or agent of
the Corporation, and each person who may serve at the request of
the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise shall be indemnified by the Corporation in all events.
Article NINTH of the Registrant's Restated Certificate of
Incorporation provides that to the fullest extent permitted by
Delaware law, no director of the Registrant shall be 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)
under Section 174 of
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the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper
personal benefit.
Section 145 of the General Corporation Law of the State of
Delaware sets forth the applicable terms, conditions and
limitations governing the indemnification of officers, directors
and other persons.
In addition, the Registrant maintains officers' and directors'
liability insurance for the benefit of its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
5 Opinion of Smith, Gambrell and Russell
23.1 Consent of Smith, Gambrell and Russell, included in Exhibit 5
23.2 Consent of KPMG Peat Marwick, LLP, Independent Certified
Public Accountants
24 Powers of Attorney from Directors
ITEM 9. UNDERTAKINGS.
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 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.
(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.
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(4) That for the 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.
(5) 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
Atlanta, State of Georgia, on this 24th day of April, 1995.
THE HOME DEPOT, INC.
By: /s/ Bernard Marcus
---------------------------------------
(Bernard Marcus, Chairman of the Board,
Chief Executive Officer and Secretary)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Bernard Marcus Chairman of the Board, Chief April 24, 1995
- ------------------- Executive Officer and Secretary
(Bernard Marcus> (Principal Executive Officer)
/s/ Arthur M. Blank President, Chief Operating Officer April 24, 1995
- ------------------- and Director
(Arthur M. Blank)
/s/ Ronald M. Brill Chief Financial Officer, Executive April 24, 1995
- ------------------- Vice President and Director
(Ronald M. Brill) (Principal Financial and Accounting
Officer)
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Signature Title Date
*
- ------------------- Director April 24, 1995
(Frank Borman)
*
- ------------------- Director
(Berry R. Cox)
*
- ------------------- Director
(Milledge A. Hart, III)
*
- ------------------- Director April 24, 1995
(James W. Inglis)
*
- ------------------- Director
(Donald R. Keough)
*
- ------------------- Director
(Kenneth G. Langone)
*
- ------------------- Director April 24, 1995
(M. Faye Wilson)
* The undersigned, by signing his name hereto, does hereby sign
this registration statement on behalf of each of the above-
indicated directors of the Registrant pursuant to powers of
attorney, executed on behalf of each such director.
By: /s/ Bernard Marcus
----------------------------------
(Bernard Marcus,
Attorney-in-fact)
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________________________________________
INDEX TO EXHIBITS
Exhibit No.
5 Opinion of Smith, Gambrell and Russell
23.1 Consent of Smith, Gambrell and Russell (included in
Exhibit 5 above)
23.2 Consent of KPMG Peat Marwick, LLP, Independent
Certified Public Accountants
24 Powers of Attorney from Directors
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EXHIBITS 5 AND 23.1
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SMITH, GAMBRELL & RUSSELL
A PARTNERSHIP OF PROFESSIONAL CORPORATIONS AND INDIVIDUALS
ATTORNEYS AT LAW
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.W.
ATLANTA, GEORGIA 30309-3592
April 24, 1995
Board of Directors
The Home Depot, Inc.
Two Paces West
2727 Paces Ferry Road
Atlanta, Georgia 30339
Re: The Home Depot, Inc. Registration Statement on Form S-8
for Non-U.S. Employee Stock Purchase Plan, No. 33-_____
Gentlemen:
In connection with the registration of 5,000,000 shares of the
Common Stock, par value $.05 (the "Securities") of The Home Depot,
Inc. (the "Company") issuable under the Company's Non-U.S. Employee
Stock Purchase Plan, we have examined the following:
1. A copy of Registration Statement No. 33-_____ to be filed
with the Securities and Exchange Commission on or about April 24,
1995, and the Exhibits to be filed with and as a part of said
Registration Statement;
2. A copy of the Restated Certificate of Incorporation of
the Company, as amended, as referred to in said Registration
Statement;
3. A copy of the By-Laws of the Company, as amended, as
referred to in said Registration Statement;
4. Copies of the minutes of meetings of the Board of
Directors of the Company or committees thereof, deemed by us to be
relevant to this opinion.
Further in connection with this matter, we have reviewed certain of
the Company's proceedings with respect to the authorization of the
issuance of such Securities and with respect to the filing of said
Registration Statement.
Based on the foregoing, it is our opinion that:
(i) the Company is a corporation in good standing, duly
organized and validly existing under the laws of the State of
Delaware;
(ii) the necessary corporate proceedings and actions legally
required for the registration of the Securities have been held and
taken;
(iii) the issuance and sale of the Securities has been
duly and validly authorized; and
(iv) the shares of Common Stock of the Company when
issued will be fully paid, non-assessable and free of preemptive
rights.
We consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement on Form S-8. In giving this,
we do not thereby admit we come within the category of persons
whose consent is required under Section 7 of the Securities Act of
1933, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL
/s/ Howard E. Turner
(Howard E. Turner)
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
To: The Board of Directors of
The Home Depot, Inc.
We hereby consent to the use of our reports incorporated
herein by reference.
/s/ KMPG PEAT MARWICK
-----------------------------
KPMG PEAT MARWICK
Atlanta, Georgia
April 24, 1995
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EXHIBIT 24
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POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints Bernard
Marcus and Ronald M. Brill, jointly and severally, the true and
lawful attorneys of the undersigned, each with the full power of
substitution and resolution, to execute in his name, place and
stead in his capacity as an officer and/or director of the Company,
a Registration Statement under the Securities Act of 1933, on Form
S-8 relating to shares of the Company's Common Stock, $.05 par
value, to be issued in connection with stock options granted or to
be granted pursuant to the Company's Non-U.S. Employee Stock
Purchase Plan, any amendments to such Registration Statement
(including post-effective amendments) and all instruments necessary
or incidental in connection herewith, and to file or cause to be
filed such Registration Statement, amendments, and other
instruments with the Securities and Exchange Commission. Said
attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done in the premises, as fully to all
intents and purposes as the undersigned could do in person. The
undersigned hereby ratifies and approves the actions of said
attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 21st day of April, 1995.
/s/ Colonel Frank Borman
--------------------------------
(Colonel Frank Borman)
ACKNOWLEDGMENT
BEFORE me, this 21st day of April, 1995, came Colonel Frank
Borman, personally known to me, who in my presence did sign and
seal the above and foregoing Power of Attorney and acknowledged the
same as his true act and deed.
/s/ Patricia M. Frietze
-----------------------------
(Patricia M. Frietze)
Notary Public
State of New Mexico
My Commission Expires:
November 22, 1995
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POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints Bernard
Marcus and Ronald M. Brill, jointly and severally, the true and
lawful attorneys of the undersigned, each with the full power of
substitution and resolution, to execute in his name, place and
stead in his capacity as an officer and/or director of the Company,
a Registration Statement under the Securities Act of 1933, on Form
S-8 relating to shares of the Company's Common Stock, $.05 par
value, to be issued in connection with stock options granted or to
be granted pursuant to the Company's Non-U.S. Employee Stock
Purchase Plan, any amendments to such Registration Statement
(including post-effective amendments) and all instruments necessary
or incidental in connection herewith, and to file or cause to be
filed such Registration Statement, amendments, and other
instruments with the Securities and Exchange Commission. Said
attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done in the premises, as fully to all
intents and purposes as the undersigned could do in person. The
undersigned hereby ratifies and approves the actions of said
attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 24th day of April, 1995.
/s/ James W. Inglis
------------------------
(James W. Inglis)
ACKNOWLEDGMENT
BEFORE me, this 24th day of April, 1995, came James W.
Inglis, personally known to me, who in my presence did sign and
seal the above and foregoing Power of Attorney and acknowledged the
same as his true act and deed.
/s/ Margie Bidwell
-----------------------------
(Margie Bidwell)
Notary Public
State of Georgia
My Commission Expires:
April 14, 1998
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POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints Bernard
Marcus and Ronald M. Brill, jointly and severally, the true and
lawful attorneys of the undersigned, each with the full power of
substitution and resolution, to execute in her name, place and
stead in her capacity as an officer and/or director of the Company,
a Registration Statement under the Securities Act of 1933, on Form
S-8 relating to shares of the Company's Common Stock, $.05 par
value, to be issued in connection with stock options granted or to
be granted pursuant to the Company's Non-U.S. Employee Stock
Purchase Plan, any amendments to such Registration Statement
(including post-effective amendments) and all instruments necessary
or incidental in connection herewith, and to file or cause to be
filed such Registration Statement, amendments, and other
instruments with the Securities and Exchange Commission. Said
attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done in the premises, as fully to all
intents and purposes as the undersigned could do in person. The
undersigned hereby ratifies and approves the actions of said
attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 24th day of April, 1995.
/s/ M. Faye Wilson
------------------------
(M. Faye Wilson)
ACKNOWLEDGMENT
BEFORE me, this 24th day of April, 1995, came M. Faye
Wilson, personally known to me, who in my presence did sign and
seal the above and foregoing Power of Attorney and acknowledged the
same as her true act and deed.
/s/ Mary M. Stellar
-----------------------------
(Mary M. Stellar)
Notary Public
State of California
My Commission Expires:
July 14, 1995
