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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE HOME DEPOT, INC.
(Exact name of registrant as specified in its charter)
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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 (Zip Code)
Offices)
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THE HOME DEPOT CANADA
REGISTERED RETIREMENT SAVINGS PLAN
(Full title of the plan)
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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
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(Name and address of agent for service)
(770) 433-8211
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (*) PRICE (*) FEE
<S> <C> <C> <C> <C>
Common Stock ($.05 par value)........... 500,000 Shares $50.84375 $25,421,875 $6,712
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(*) Estimated solely for the purpose of calculating the registration fee based
on $50.84375, the average of the high and low prices of the common stock of
the Registrant on the New York Stock Exchange on June 7, 2000 pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
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In accordance with the Note to Part I of Form S-8, the information specified
by Part I has been omitted from this Registration Statement.
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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 30, 2000, as 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 three months
ended April 30, 2000, as filed with the Commission pursuant to
Section 13 of 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 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.
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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 Kelly R. Caffarelli, Esq., Corporate Counsel.
Ms. Caffarelli owns shares of Common Stock, both directly and as a participant
in various employee benefits plans. She is not eligible to participate in the
RRSP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV, Section 4, of the Registrant's Amended and Restated By-Laws
provides that to the fullest extent permitted by Delaware law, each former,
present or future, director, officer, employee or agent of the Registrant, and
each person who may serve at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall be indemnified by the Registrant 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.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
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5 Opinion of Kelly R. Caffarelli
23.1 Consent of Kelly R. Caffarelli, included in Exhibit 5
23.2 Consent of KPMG LLP, Independent Certified Public Accountants
24 Powers of Attorney from Directors
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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 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 RRSP's annual report pursuant to Section 15(d)
of the Securities and 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 8th day of June,
2000.
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THE HOME DEPOT, INC.
BY: /S/ ARTHUR M. BLANK
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(Arthur M. Blank, President and CEO)
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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.
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SIGNATURE TITLE DATE
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/s/ BERNARD MARCUS
------------------------------------------- Chairman of the Board June 8, 2000
(Bernard Marcus)
/s/ ARTHUR M. BLANK President, Chief Executive
------------------------------------------- Officer and Director June 8, 2000
(Arthur M. Blank) (Principal Executive Officer)
/s/ DENNIS J. CAREY Executive Vice President and
------------------------------------------- Chief Financial Officer June 8, 2000
(Dennis J. Carey) (Principal Financial Officer)
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ CAROL B. TOME Senior Vice President,
------------------------------------------- Finance and Accounting June 8, 2000
(Carol B. Tome) (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)
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* 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
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(Arthur M. Blank, Attorney-in-Fact)
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INDEX TO EXHIBITS
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EXHIBIT NO.
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5 Opinion of Kelly R. Caffarelli, Esq.
23.2 Consent of KPMG LLP, Independent Certified Public Accountants
24 Powers of Attorney
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