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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)
2455 Paces Ferry Road, Atlanta, GA 30339-4024
(Address of Principal Executive Offices) (Zip Code)
THE HOME DEPOT
FUTUREBUILDER FOR PUERTO RICO
(Full title of the plan)
_________________________
ARTHUR M. BLANK Copies requested to:
President 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
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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
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Common Stock(**)
($.05 par value) 15,000 $76.1875 $1,142,812.50 $337.13
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(*) Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices on May 28, 1998,
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.
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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
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 quarter ended
May 3, 1998, filed with the Commission pursuant to Section 13 of the
1934 Act; 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 for Puerto Rico 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.
Not Applicable.
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:
23.1 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
24 Powers of Attorney
The opinion of counsel contemplated by Item 601(b)(5)(i) of Regulation S-K
is not being filed because the shares of Common Stock being registered are not
original issue shares. In lieu of the opinion of counsel of determination
letter contemplated by Item 601(b)(5)(ii) of Regulation S-K, the Registrant
hereby undertakes to submit the Plan, and any amendment thereto, to the
Puerto Rico Treasury Department (the "Department") in a timely manner, and that
it will make all changes required by the Department in order to qualify the
Plan under Section 1165(e) of the Puerto Rico Internal Revenue Code.
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.
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(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.
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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 5th day of
June, 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 June 5, 1998
(Bernard Marcus)
/s/Arthur M. Blank President, CEO June 5, 1998
(Arthur M. Blank) and Director
(Principal Executive Officer)
/s/Ronald M. Brill Chief Administrative Officer, June 5, 1998
(Ronald M. Brill) Executive Vice President,
Assistant Secretary and Director
* Executive Vice President, June 5, 1998
(Dennis J. Carey) Chief Financial Officer
(Principal Financial Officer)
/s/Marshall L. Day Senior Vice President - June 4, 1998
(Marshall L. Day) Finance and Accounting
(Principal Accounting Officer)
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Signature Title Date
* Director June 5, 1998
(Frank Borman)
* Director June 5, 1998
(John L. Clendenin)
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* Director June 5, 1998
(Johnnetta B. Cole)
* Director June 5, 1998
(Berry R. Cox)
* Director June 5, 1998
(Milledge A. Hart, III)
* Director June 5, 1998
(Donald R. Keough)
Director
(Kenneth G. Langone)
* Director June 5, 1998
(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/Arthur M. Blank
(Arthur M. Blank, Attorney-in-fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of The Home Depot
FutureBuilder for Puerto Rico by the undersigned, thereunto duly authorized,
in the City of Atlanta, State of Georgia, on this 5th day of June, 1998.
THE HOME DEPOT FUTUREBUILDER FOR PUERTO RICO
By: /s/Lawrence A. Smith
(Lawrence A. Smith, Member,
Administrative Committee)
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________________________________________________________
INDEX TO EXHIBITS
Exhibit No.
23.1 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
24 Powers of Attorney
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EXHIBIT 23.1
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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/ KMPG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
June 5, 1998
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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 Arthur M. Blank and
Ronald M. Brill, jointly and severally, the true and lawful
attorneys-in-fact 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 for Puerto Rico, 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-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 1st day of June, 1998.
/s/ Frank Borman
Frank Borman
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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 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 for Puerto Rico, 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-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 1st day of June, 1998.
/s/John L. Clendenin
John L. Clendenin
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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 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 for Puerto Rico, 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-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 2nd day of June, 1998.
/s/Johnnetta B. Cole
Johnnetta B. Cole
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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 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 for Puerto Rico, 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-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 1st day of June, 1998.
/s/Berry R. Cox
Berry R. Cox
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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 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 for Puerto Rico, 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-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 1st day of June, 1998.
/s/Donald R. Keough
Donald R. Keough
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POWER OF ATTORNEY
The undersigned, an officer 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 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 for Puerto Rico, 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-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 5th day of June, 1998.
/s/Dennis J. Carey
Dennis J. Carey
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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 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 for Puerto Rico, 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-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 1st day of June, 1998.
/s/Milledge A. Hart, III
Milledge A. Hart, III
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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 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 for Puerto Rico, 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-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 5th day of June, 1998.
/s/M. Faye Wilson
M. Faye Wilson
