<PAGE>
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)
2455 Paces Ferry Road, Atlanta, GA 30339-4024
(Address of Principal Executive Offices) (Zip Code)
THE HOME DEPOT
FUTUREBUILDER
(Full title of the plan)
_________________________
BERNARD MARCUS Copies requested to:
Chairman and CEO Lawrence K. Menter, Esq.
The Home Depot, Inc. The Home Depot, Inc.
2455 Paces Ferry Road 2455 Paces Ferry Road
Atlanta, Georgia 30339-4024 Atlanta, Georgia 30339-4024
(770) 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 $43.50 $217,500,000 $75,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(*) Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices on February 29, 1996,
pursuant to Rule 457 (c) and (h) under the Securities Act of 1933,
as amended.
(**) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
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");
(2) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1995; July 30, 1995; and October 29, 1995; 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 or The Home Depot
FutureBuilder 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. 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.
-2-
<PAGE>
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 eneral 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 Registant 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.
With respect to The Home Depot FutureBuilder, the Registrant undertakes
that the Plan will be submitted to the Internal Revenue Service (the "IRS")
in a timely manner and that the Registrant will make all changes required by
the IRS in order to obtain a favorable determination letter with respect to
the qualification of the Plan under Section 401(a) of the Internal Revenue
Code.
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.
-3-
<PAGE>
(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.
(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, and
each filing of the Plan's annual report pursuant to 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.
-4-
<PAGE>
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 29th day of
February, 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 Feb. 29, 1996
(Bernard Marcus) Executive Officer and Secretary
(Principal Executive Officer)
/s/Arthur M. Blank President, Chief Operating Feb. 29, 1996
(Arthur M. Blank) Officer and Director
/s/Ronald M. Brill Chief Administrative Officer, Feb. 29, 1996
(Ronald M. Brill) Executive Vice President,
Assistant Secretary and Director
/s/Marshall L. Day Senior Vice President, Feb. 29, 1996
(Marshall L. Day) Chief Financial Officer
(Principal Financial and
Accounting Officer)
-5-
<PAGE>
Signature Title Date
/s/Bernard Marcus* Director Feb. 29, 1996
(Frank Borman)
Director
(Johnnetta B. Cole)
/s/Bernard Marcus* Director Feb. 29, 1996
(Berry R. Cox)
/s/Bernard Marcus* Director Feb. 29, 1996
(Milledge A. Hart, III)
Executive Vice President
(James W. Inglis) and Director
Director
(Donald R. Keough)
Director
(Kenneth G. Langone)
/s/Bernard Marcus* Director Feb. 29, 1996
(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)
-6-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of The Home Depot
FutureBuilder by the undersigned, thereunto duly authorized, in the City of
Atlanta, State of Georgia, on this 29th day of February, 1996.
THE HOME DEPOT FUTUREBUILDER
By: /s/Lawrence A. Smith
(Lawrence A. Smith, Member,
Administrative Committee)
-7-
<PAGE>
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
<PAGE>
EXHIBITS 5 AND 23.1
<PAGE>
THE HOME DEPOT
2455 Paces Ferry Road, N.W.
Atlanta, GA 30339-4024
February 29, 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 FutureBuilder Plan, No. 33-
Ladies and Gentlemen:
In connection with the registration of 5,000,000 shares of the Common
Stock, par value $.05 and interests (the "Securities") of The Home Depot,
Inc., (the "Company') issuable under the Company's FutureBuilder Plan, I have
examined the following:
1. A copy of Registration Statement No. 33- to be filed with the
Securities and Exchange Commission on or about February 29, 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
February 29, 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, 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
<PAGE>
EXHIBIT 23.2
<PAGE>
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/ KMPG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
February 26, 1996
<PAGE>
EXHIBIT 24
<PAGE>
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 or
her name, place and stead in his or 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, and
interests to be offered or sold pursuant to The Home Depot FutureBuilder, 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 26th day of February, 1996.
/s/Frank Borman
Frank Borman
(Print name)
ACKNOWLEDGMENT
BEFORE me, this 26th day of February, 1996, came 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 or her true act
and deed.
/s/Patricia M. Frietze
Notary Public
State of New Mexico
My Commission Expires:
11-22 , 1999
<PAGE>
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 or
her name, place and stead in his or 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, and
interests to be offered or sold pursuant to The Home Depot FutureBuilder, 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 26th day of February, 1996.
/s/Berry R. Cox
Berry R. Cox
(Print name)
ACKNOWLEDGMENT
BEFORE me, this 26th day of February, 1996, came Berry R. Cox,
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 or her true act
and deed.
/s/Cindy Lou Wolf
Notary Public
State of Texas
My Commission Expires:
8/24 , 1996
<PAGE>
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 or
her name, place and stead in his or 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, and
interests to be offered or sold pursuant to The Home Depot FutureBuilder, 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 26th day of February, 1996.
/s/Milledge A. Hart, III
Milledge A. Hart, III
(Print name)
ACKNOWLEDGMENT
BEFORE me, this 26th day of February, 1996, came Milledge A. Hart, III,
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 or her true act
and deed.
/s/Kathie Presus
Notary Public
State of Texas
My Commission Expires:
2-7 , 2000
<PAGE>
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 or
her name, place and stead in his or 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, and
interests to be offered or sold pursuant to The Home Depot FutureBuilder, 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 26th day of February, 1996.
/s/M. Faye Wilson
M. Faye Wilson
(Print Name)
ACKNOWLEDGMENT
BEFORE me, this 26th day of February, 1996, 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 his or her true act
and deed.
/s/Carla D. Barlow
Notary Public
State of California
My Commission Expires:
June 5, 1998
