<PAGE>
As filed with the Securities and Exchange Commission on August 18, 1998
Registration No._______
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, INC.
1997 OMNIBUS STOCK INCENTIVE PLAN
(successor to The Home Depot, Inc. 1991 Omnibus Stock Option Plan)
(Full title of the plan)
_________________________
ARTHUR M. BLANK Copies requested to:
President and Chief Executive Officer 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) 20,000,000 $41.375 $827,500,000 $244,112.50
(*) Estimated solely for the purpose of calculating the registration
fee based on the average of the high and low prices on August 11, 1998,
pursuant to Rule 457 (c) and (h) under the Securities Act of 1933, as amended.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
A Registration Statement on Form S-8 (File No. 333-
07105) was filed with the Securities and Exchange Commission
on March 19, 1992 covering the registration of 11,789,623
shares initially authorized for issuance under the Plan.
The total number of shares authorized under the Plan was
increased to 70,737,738 following the three-for-two, four-
for-three, three-for-two and two-for-one stock splits
effective July 1, 1992; April 14, 1993; July 3, 1997 and
July 2, 1998, respectively.
Pursuant to General Instruction E to Form S-8 under the
Securities Act of 1933, as amended, with respect to the
registration of additional securities of the same class as
securities for which File No. 333-07105 relating to the same
employee benefit plan is effective, the Registrant hereby
files this Registration Statement to register an additional
20,000,000 shares authorized by the Plan. The Registrant
incorporates by this reference herein the contents of File
No. 333-07105 and hereby deems such contents to be a part
hereof, except as otherwise updated or modified by this
Registration Statement.
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 February 1, 1998, 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 Report on Form 10-Q for
the fiscal quarter ended May 3, 1998; 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.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered is registered under
Section 12 of the 1934 Act.
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.
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.
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
4 1997 Omnibus Stock Incentive Plan (incorporated by
reference to the Registrant's Annual Report on Form 10-K
for the year ended February 1, 1998, as filed with the
Securities and Exchange Commission on April 23, 1998)
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 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.
<PAGE>
(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.
<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 17th day of August,
1998.
THE HOME DEPOT, INC.
By: /s/ Arthur M. Blank
(Arthur M. Blank, President and CEO)
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 August 17, 1998
(Bernard Marcus)
/s/ Arthur M. Blank President & CEO August 17, 1998
(Arthur M. Blank) and Director
(Principal Executive Officer)
* Director August 17, 1998
(Frank Borman)
/s/ Ronald M. Brill Executive Vice President, August 17, 1998
(Ronald M. Brill) Chief Administrative Officer
and Director
/s/ Dennis J. Carey Executive Vice President, August 17, 1998
(Dennis J. Carey) Chief Financial Officer
(Principal Financial Officer)
<PAGE>
Signature Title Date
* Director August 17, 1998
(John L. Clendenin)
* Director August 17, 1998
(Johnnetta B. Cole)
* Director August 17, 1998
(Berry R. Cox)
/s/ Marshall L. Day Senior Vice President - August 17, 1998
(Marshall L. Day) Finance and Accounting
(Principal Accounting Officer)
* Director August 17, 1998
(Milledge A. Hart, III)
* Director August 17, 1998
(Donald R. Keough)
* Director August 17, 1998
(Kenneth G. Langone)
* Senior Vice President -
(M. Faye Wilson) Value Initiatives August 17, 1998
and Director
* 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/ Arthur M. Blank
(Arthur M. Blank, Attorney-in-fact)
<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, INC.
2455 PACES FERRY ROAD
ATLANTA, GA 30339-4024
August 17, 1998
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. 1997 Omnibus Stock Incentive Plan
No. ______________ (the "Registration Statement")
Ladies and Gentlemen:
In connection with the registration of 20,000,000
shares of the Common Stock, par value $.05 (the
"Securities") of The Home Depot, Inc., (the
"Company") issuable under the Company's 1997 Omnibus
Stock Incentive Plan, I have examined the following:
1. A copy of Registration Statement No.
____________to be filed with the Securities and
Exchange Commission on or about August 17, 1998,
and the Exhibits to be filed with and as a part
of said Registration Statement; and
2. 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 the
Registration Statement.
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
<PAGE>
Board of Directors
August 17, 1998
Page 2
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 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
<PAGE>
EXHIBIT 23.2
<PAGE>
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
August 17, 1998
<PAGE>
EXHIBIT 24
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints
Arthur M. Blank and Ronald M. Brill, jointly and
severally, the true and lawful attorneys-in-fact 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. 1997 Omnibus Stock Incentive 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-in-fact 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 11th day of August, 1998.
/s/ Frank Borman
Frank Borman
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints
Arthur M. Blank and Ronald M. Brill, jointly and
severally, the true and lawful attorneys-in-fact 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. 1997 Omnibus Stock Incentive 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-in-fact 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 31st day of July, 1998.
/s/ Berry R. Cox
Berry R. Cox
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints
Arthur M. Blank and Ronald M. Brill, jointly and
severally, the true and lawful attorneys-in-fact 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. 1997 Omnibus Stock Incentive 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-in-fact 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 31st day of July, 1998.
/s/ John L. Clendenin
John L. Clendenin
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints
Arthur M. Blank and Ronald M. Brill, jointly and
severally, the true and lawful attorneys-in-fact 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. 1997 Omnibus Stock Incentive 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-in-fact 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 August, 1998.
/s/ Johnnetta B. Cole
Johnnetta B. Cole
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints
Arthur M. Blank and Ronald M. Brill, jointly and
severally, the true and lawful attorneys-in-fact 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. 1997 Omnibus Stock Incentive 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-in-fact 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 3rd day of August, 1998.
/s/ Donald R. Keough
Donald R. Keough
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints
Arthur M. Blank and Ronald M. Brill, jointly and
severally, the true and lawful attorneys-in-fact 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. 1997 Omnibus Stock Incentive 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-in-fact 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 14th day of August, 1998.
/s/ Kenneth G. Langone
Kenneth G. Langone
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints
Arthur M. Blank and Ronald M. Brill, jointly and
severally, the true and lawful attorneys-in-fact 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. 1997 Omnibus Stock Incentive 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-in-fact 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 4th day of August, 1998.
/s/ Milledge A. Hart,III
Milledge A. Hart, III
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of The Home Depot, Inc., a
Delaware corporation (the "Company"), hereby appoints
Arthur M. Blank and Ronald M. Brill, jointly and
severally, the true and lawful attorneys-in-fact 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. 1997 Omnibus Stock Incentive 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-in-fact 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 3rd day of August, 1998.
/s/ M. Faye Wilson
M. Faye Wilson
