<PAGE>
As filed with the Securities and Exchange Commission on August 23, 1999
Registration No. 333-_______
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)
<TABLE>
<S> <C>
DELAWARE 95-3261426
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2455 PACES FERRY ROAD, ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
THE HOME DEPOT FUTUREBUILDER
(Full title of the plan)
-------------------------
<TABLE>
<S> <C>
ARTHUR M. BLANK COPIES REQUESTED TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER KELLY R. CAFFARELLI, 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
</TABLE>
(Name and address of agent for service)
(770) 433-8211
(Telephone Number, Including Area Code, of Agent for Service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.05 par value) 6,500,000 shares $61.21875 $397,921,875 $110,622
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
(*) Estimated solely for the purpose of calculating the registration fee based
on 61.21875, the average of the high and low prices of the common stock of the
Registrant on the New York Stock Exchange on August 19, 1999 pursuant to
Rules 457(c) and 457(h) under the Securities Act of 1933, as amended.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E
to Form S-8 by The Home Depot, Inc., a Delaware corporation (the "Registrant"),
in order to register 6,500,000 shares of common stock, par value $0.05 per share
(the "Common Stock"), which shares are in addition to those previously
registered on a Registration Statement on Form S-8 (File No. 333-01385) filed
with the Securities and Exchange Commission (the "Commission") on March 1, 1996
for issuance pursuant to The Home Depot FutureBuilder. The Registrant
incorporates herein by this reference the contents of such previously filed
Registration Statement.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. EXHIBITS.
---------
The following exhibits are filed as a part of this Registration
Statement:
5 Opinion of Kelly R. Caffarelli, Esq.
23.1 Consent of Kelly R. Caffarelli, Esq. (included in Exhibit 5)
23.2 Consent of KPMG LLP, Independent Certified Public Accountants
24 Powers of Attorney
<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 23rd day of
August, 1999.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bernard Marcus Chairman of the Board August 23, 1999
- ------------------------
(Bernard Marcus)
/s/ Arthur M. Blank President, Chief Executive August 23, 1999
- ------------------------- Officer and Director
(Arthur M. Blank) (Principal Executive Officer)
/s/ Ronald M. Brill Chief Administrative Officer, August 23, 1999
- ------------------------ Executive Vice President, and
(Ronald M. Brill) Director
/s/ Dennis J. Carey Executive Vice President and August 23, 1999
- ---------------------- Chief Financial Officer
(Dennis J. Carey) (Principal Financial Officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Marshall L. Day Executive Vice President, August 23, 1999
- --------------------- Finance and Accounting
(Marshall L. Day) (Principal Accounting Officer)
* Director
- ---------------------
(Frank Borman)
* Director
- ---------------------
(John L. Clendenin)
* Director
- ---------------------
(Berry R. Cox)
* Director
- ---------------------
(William S. Davila)
* Director
- ---------------------
(Milledge A. Hart, III)
* Director
- ---------------------
(Bonnie G. Hill)
* Director
- ---------------------
(Kenneth G. Langone)
* Director
- ---------------------
(M. Faye Wilson)
</TABLE>
* 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>
Pursuant to the requirement 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 23rd day of August, 1999.
THE HOME DEPOT FUTUREBUILDER
By: /s/ Lawrence A. Smith
----------------------------------
(Lawrence A. Smith, Member,
Administrative Committee)
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
- -----------
5 Opinion of Kelly R. Caffarelli, Esq.
23.1 Consent of Kelly R. Caffarelli, Esq. (included in Exhibit 5 above)
23.2 Consent of KPMG LLP, Independent Certified Public Accountants
24 Powers of Attorney
<PAGE>
EXHIBIT 5
<PAGE>
THE HOME DEPOT, INC.
2455 PACES FERRY ROAD
ATLANTA, GA 30339-4024
August 23, 1999
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. FutureBuilder
(the "Registration Statement")
Ladies and Gentlemen:
In connection with the registration of 6,500,000 shares of the Common
Stock, par value $.05 per share (the "Securities"), of The Home Depot, Inc.
(the "Company"), issuable under The Home Depot FutureBuilder, I have examined
the following:
1. A copy of the Registration Statement to be filed with the Securities
and Exchange Commission and the Exhibits to be filed with and as a
part of said Registration Statement; and
2. Copies of the minutes of meetings and/or consents 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 the Securities are
duly authorized and validly issued and, when issued, will be fully
paid, non-assessable and free of preemptive rights.
<PAGE>
Board of Directors
August 23, 1999
Page 2
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 hereby
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/ Kelly R. Caffarelli, Esq.
Kelly R. Caffarelli, Esq.
Corporate Counsel
<PAGE>
EXHIBIT 23.2
<PAGE>
The Board of Directors
The Home Depot, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
Atlanta, Georgia
August 20, 1999
<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 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 FutureBuilder, (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 23rd day of August, 1999.
/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 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 FutureBuilder, (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 23rd day of August, 1999.
/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 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 FutureBuilder, (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 19th day of August, 1999.
/s/ Bonnie G. Hill
--------------------
Bonnie G. Hill
<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 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 FutureBuilder, (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 23rd day of August, 1999.
/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 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 FutureBuilder, (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 16th day of August, 1999.
/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 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 FutureBuilder, (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 18th day of August, 1999.
/s/ William S. Davila
----------------------
William S. Davlia
<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 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 FutureBuilder, (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 23rd day of August, 1999.
/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 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 FutureBuilder, (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 23rd day of August, 1999.
/s/ M. Faye Wilson
--------------------
M. Faye Wilson
