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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. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
_________________________
MARSHALL L. DAY Copies requested to:
Senior Vice President and Chief Financial Officer Lawrence K. Menter, Esq.
The Home Depot, Inc. The Home Depot, Inc.
2727 Paces Ferry Road 2727 Paces Ferry Road
Atlanta, Georgia 30339-4089 Atlanta, Georgia 30339-4089
(770) 433-8211
(Name, address and telephone number of agent for service)
_________________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <S> <S> <S> <S>
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 $51.875 $257,812,500 $78,125
</TABLE>
(*) Estimated solely for the purpose of calculating theregistration fee based
on the average of the high and low prices on November 22, 1996, pursuant to
Rule 457 (c) and (b) 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 28, 1996, filed with the Commission pursuant
to Section 13 of the Securities Exchange Act of 1934, as amended
(the "1934 Act");
(2) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 28, 1996, July 28, 1996 and October
27, 1996; and
(3) 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.
The legality of the Common Stock covered hereby has been
passed upon for The Home Depot, Inc. by Lawrence K. Menter, Esq.,
Senior Corporate Counsel and Assistant Secretary of The Home
Depot, Inc. Mr. Menter owns shares of Common Stock, both
directly and as a participant in various employee benefit plans,
and he is eligible to participate in the Plan.
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.
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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 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 Lawrence K. Menter
23.1 Consent of Lawrence K. Menter, 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
3
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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.
(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 13th day of
November, 1996.
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 November 13, 1996
(Bernard Marcus) Executive Officer and Secretary
Principal Executive Officer)
/s/Arthur M. Blank President, Chief Operating Officer November 13, 1996
(Arthur M. Blank) and Director
/s/Ronald M. Brill Chief Administrative Officer, November 13, 1996
(Ronald M. Brill) Executive Vice President, Assistant
Secretary and Director
/s/Marshall L. Day Senior Vice President, November 13, 1996
(Marshall L. Day) Chief Financial Officer
(Principal Financial and Accounting Officer)
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Signature Title Date
* Director November 13, 1996
(Frank Borman)
* Director November 13, 1996
(John L. Clendenin)
* Director November 13, 1996
(Johnnetta B. Cole)
* Director November 13, 1996
(Berry R. Cox)
* Director November 13, 1996
(Milledge A. Hart, III)
* Director November 13, 1996
(Donald R. Keough)
* Director November 13, 1996
(Kenneth G. Langone)
Director
(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 Lawrence K. Menter
23.1 Consent of Lawrence K. Menter (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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THE HOME DEPOT, INC.
2455 PACES FERRY ROAD
ATLANTA, GA 30339-4024
November 22, 1996
Board of Directors
The Home Depot, Inc.
2455 Paces Ferry Road
Atlanta, Georgia 30339
Re: The Home Depot, Inc., Registration Statement on Form S-8
for The Home Depot, Inc. Employee Stock Purchase Plan,
No. 333-_____
Ladies and 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 Employee Stock Purchase Plan, I have examined the
following:
1. A copy of Registration Statement No. 333-_____ to be
filed with the Securities and Exchange Commission on
or about November 22, 1996, 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; and
4. Copies of the minutes of meetings of the Board of
Directors of the Company or committees thereof, deemed
by me to be relevant to this opinion.
Further, in connection with this matter, I 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.
<PAGE>
Board of Directors
November 22, 1996
Page 2
Based on the foregoing, it is my opinion that:
a. the Company is a corporation in good standing, duly
organized and validly existing under the laws of the
State of Delaware;
b. the necessary corporate proceedings and actions
legally required for the registration of the
Securities have been held and taken;
c. the issuance and sale of the Securities has been duly
and validly authorized; and
d. the shares of Common Stock of the Company, when
issued, will be fully paid, non-assessable and free of
preemptive rights.
I consent to the filing of this opinion as an Exhibit to
the aforementioned Registration Statement on Form S-8. In
giving this consent, I do not thereby admit I 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,
/s/ Lawrence K. Menter
Lawrence K. Menter
Senior Corporate Counsel & Assistant Secretary
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EXHIBIT 23.2
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ACCOUNTANT'S CONSENT
The Board of Directors of
The Home Depot, Inc.
We consent to the use of our report incorporated herein
by reference.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
November 15, 1996
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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 full power of
substitution and resolution, to execute in his or her name,
place and stead in any and all capacities, (i) 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
offered or sold pursuant to The Home Depot, Inc. Employee Stock
Purchase Plan, (ii) any amendments to such Registration Statement
(including post-effective amendments) and (iii) 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 13th day of November, 1996.
/s/ Frank Borman
Frank Borman
(Print Name)
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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 full power of
substitution and resolution, to execute in his or her name,
place and stead in any and all capacities, (i) 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
offered or sold pursuant to The Home Depot, Inc. Employee Stock
Purchase Plan, (ii) any amendments to such Registration Statement
(including post-effective amendments) and (iii) 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 13th day of November,1996.
/s/ John L. Clendenin
John L. Clendenin
(Print name)
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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 full power of
substitution and resolution, to execute in his or her name,
place and stead in any and all capacities, (i) 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
offered or sold pursuant to The Home Depot, Inc. Employee Stock
Purchase Plan, (ii) any amendments to such Registration Statement
(including post-effective amendments) and (iii) 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 13th day of November, 1996.
/s/ Johnnetta B. Cole
Johnnetta B. Cole
(Print name)
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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 full power of
substitution and resolution, to execute in his or her name,
place and stead in any and all capacities, (i) 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
offered or sold pursuant to The Home Depot, Inc. Employee Stock
Purchase Plan, (ii) any amendments to such Registration Statement
(including post-effective amendments) and (iii) 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 13th day of November, 1996.
/s/ Berry R. Cox
Berry R. Cox
(Print name)
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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 full power of
substitution and resolution, to execute in his or her name,
place and stead in any and all capacities, (i) 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
offered or sold pursuant to The Home Depot, Inc. Employee Stock
Purchase Plan, (ii) any amendments to such Registration Statement
(including post-effective amendments) and (iii) 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 13th day of November, 1996.
/s/ Milledge A. Hart, III
Milledge A. Hart, III
(Print name)
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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 full power of
substitution and resolution, to execute in his or her name,
place and stead in any and all capacities, (i) 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
offered or sold pursuant to The Home Depot, Inc. Employee Stock
Purchase Plan, (ii) any amendments to such Registration Statement
(including post-effective amendments) and (iii) 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 13th day of November, 1996.
/s/ Donald R. Keough
Donald R. Keough
(Print name)
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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 full power of
substitution and resolution, to execute in his or her name,
place and stead in any and all capacities, (i) 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
offered or sold pursuant to The Home Depot, Inc. Employee Stock
Purchase Plan, (ii) any amendments to such Registration Statement
(including post-effective amendments) and (iii) 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 13th day of November, 1996.
/s/ Kenneth G. Langone
Kenneth G. Langone
(Print name)
