<PAGE>
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GENOVESE DRUG STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-1556812
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Marcus Drive
Melville, New York 11747
(Address of principal executive offices including zip code)
GENOVESE DRUG STORES, INC. 1984 EMPLOYEE STOCK OPTION
AND STOCK APPRECIATION RIGHTS PLAN
(Full title of the plan)
DONALD W. GROSS
Secretary
Genovese Drug Stores, Inc.
80 Marcus Drive
Melville, New York 11747
(Name and address of agent for service)
(516) 420-1900
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share price
Class A 595,320 $11.75(2) $6,995,010(2) $2,412.07
Common Stock, shares(1)
par value
$1.00 per
share
<PAGE>
(1) Such additional indeterminable number of shares of Class A
Common Stock is hereby registered as may be required by
reason of the anti-dilution provisions of the Genovese Drug
Stores, Inc. 1984 Employee Stock Option and Stock
Appreciation Rights Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933,
this estimate is made solely for the purpose of calculating
the amount of the registration fee and is based on the
average of the high and low prices of the Class A Common
Stock on the American Stock Exchange on July 28, 1994.<PAGE>
<PAGE>
Part II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Genovese Drug
Stores, Inc. (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for
the fiscal year ended January 28, 1994;
(2) Quarterly Report on Form 10-Q for the fiscal
quarter ended April 28, 1994; and
(3) The description of the Company's Class A Common
Stock, par value $1.00 per share, contained in
the Company's Registration Statement filed
pursuant to Section 12 of the Securities
Exchange Act of 1934 and any amendments and
reports filed for the purpose of updating that
description.
All documents that shall be filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 subsequent to the filing of this registration
statement and prior to the filing of a post-effective amendment
indicating that all securities offered under the Genovese Drug
Stores, Inc. 1984 Employee Stock Option and Stock Appreciation
Rights Plan (the "Plan") have been sold or deregistering all
securities then remaining unsold thereunder shall be deemed to be
incorporated herein by reference and shall be deemed to be a part
hereof from the date of filing thereof.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gene L. Wexler, Vice President and General Counsel of the
Company, who is opining as to the validity of the securities
being registered herewith, received on March 8, 1994 a grant of
5,000 options being registered in connection with this
registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
A director or officer of the Company, whether or not then
in office, or a person whose testator or intestate was such a
director or officer, shall be indemnified by the Company for the
defense of, or in connection with, civil or criminal actions or
proceedings, or appeals therein, in accordance with, and to the
fullest extent permitted by, the provisions of the General
Corporation Law of the State of Delaware, as it may from time to
time be amended, except in cases where it is determined that said
director, officer, employee or agent was guilty of gross
negligence in the performance of his or her duty to the Company
or its stockholders.
A director or officer of any wholly-owned subsidiary of
the Company, whether or not then in office, or a person whose
testator or intestate was such a director or officer shall also
be indemnified by the Company for the defense of, or in
connection with, civil or criminal actions or proceedings, or
appeals therein, in accordance with, and to the fullest extent
permitted by, the provisions of the General Corporation Law of
the State of Delaware, as it may from time to time be amended,
except in cases where it is determined that said director,
officer, employee or agent was guilty of gross negligence in the
performance of his or her duty to the Company or its
stockholders.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the registrant pursuant to the
<PAGE>foregoing provisions, the registrant has been informed 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.
ITEM 8. EXHIBITS.
4(a) Certificate of Incorporation of the Company
(filed as Exhibit 4, pages 4-1 - 4-4, to the
Company's Registration Statement No. 33-20284 on
Form S-8 and incorporated herein by reference)
(b) By-Laws of the Company, as amended (filed as
Exhibit 4(b) to the Company's Registration
Statement No. 33-53529 on Form S-8 and
incorporated herein by reference)
(c) Genovese Drug Stores, Inc. 1984 Employee Stock
Option and Stock Appreciation Rights Plan, as
amended
5 Opinion of Counsel
23(a) Consent of Independent Auditors
(b) Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
ITEM 9. UNDERTAKINGS
(a) 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: (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; (iii) 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; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
<PAGE>
(b) The undersigned registrant hereby undertakes that,
for 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, where applicable, each filing of an
employee benefit 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.
(c) 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>
<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 THIS
REGISTRATION STATEMENT 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 MELVILLE,
STATE OF NEW YORK, ON THIS 29TH DAY OF JULY, 1994.
GENOVESE DRUG STORES, INC.
By: /s/ Leonard Genovese
Chairman of the Board
and President
<PAGE>
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
*Leonard Genovese Chairman of July 29, 1994
Leonard Genovese the Board,
President
and Director
(Principal
Executive
Officer)
*Herbert J. Kett Vice Chairman July 29, 1994
Herbert J. Kett and Director
*Allan Patrick Executive Vice July 29, 1994
Allan Patrick President and
Director
*Jerome Stengel Vice President July 29, 1994
Jerome Stengel and Treasurer
(Principal
Financial and
Accounting
Officer)
*Frances Genovese Wangberg Director July 29, 1994
Frances Genovese Wangberg
*William J. McKenna Director July 29, 1994
William J. McKenna
*Charles Hayward Director July 29, 1994
Charles Hayward
*Abraham Allen Director July 29, 1994
Abraham Allen
*Thomas M. Cooney Director July 29, 1994
Thomas M. Cooney
<PAGE>
<PAGE>
* This registration statement has been signed on behalf of the
above-named directors and officers of the Company by Leonard
Genovese, Chairman of the Board and President of the Company,
as attorney-in-fact pursuant to powers of attorney filed with
the Securities and Exchange Commission as Exhibit 24 to this
registration statement.
DATED: July 29, 1994 By:/s/ Leonard Genovese
Attorney-in-Fact
<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
Exhibit in Sequentially
Number Exhibit Description Numbered Copy
4(a) Certificate of Incorporation of the
Company (filed as Exhibit 4, pages
4-1 - 4-4, to the Company's Registration
Statement No. 33-20284 on Form S-8 and
incorporated herein by reference)
4(b) By-Laws of the Company, as amended
(filed as Exhibit 4(b) to the Company's
Registration Statement No. 33-53529
on Form S-8 and incorporated herein
by reference)
4(c) Genovese Drug Stores, Inc. 1984
Employee Stock Option and Stock
Appreciation Rights Plan, as
amended
5 Opinion of Counsel
23(a) Consent of Independent Auditors
23(b) Consent of Counsel (included
in Exhibit 5)
24 Powers of Attorney
<PAGE>
As amended through June 13, 1994
GENOVESE DRUG STORES, INC.
1984 EMPLOYEE STOCK OPTION
AND STOCK APPRECIATION RIGHTS PLAN
Section 1. Statement of Policy. The Board of
Directors of Genovese Drug Stores, Inc. believes that it would be
in the best interest of the Company to adopt an Employee Stock
Option and Stock Appreciation Rights Plan in order to encourage
the acquisition of a proprietary interest in the Company by
employees of the Company. The Plan will provide a means whereby
such employees may purchase shares of the Common Stock of the
Company pursuant to options or stock appreciation rights granted
subject to the conditions hereinafter provided.
Section 2. Definitions. When used in this Plan,
unless the context otherwise requires:
(a) Board of Directors. "Board of Directors" shall
mean the Board of Directors of the Company as constituted
from time to time.
(b) Committee. "Committee" shall mean the Stock
Option Plan Committee described in Section 3.
(c) Company. "Company" shall mean Genovese Drug
Stores, Inc., a Delaware corporation.
(d) Fair Market Value. "Fair Market Value" shall mean
for a Share on any particular date the closing sales price
of a Share on the stock exchange on which the Shares are
then primarily listed and traded, or if there shall have
been no sales on such exchange on the relevant date, the
closing sales price on the last preceding day upon which a
sale took place, or if the Shares shall not be listed, the
average of the high and low bid prices in the domestic over-
the-counter market on the relevant date.
(e) Options. "Options" shall mean the Options to
purchase shares granted pursuant to the Plan.
(f) Plan. "Plan" shall mean the 1984 Employee Stock
Option and Stock Appreciation Rights Plan authorized by the
Board of Directors at its meeting held on March 16, 1984 as
such Plan may be amended from time to time as herein
provided.
(g) Share. "Share" shall mean a share of Common Stock
of the Company.
(h) Stock Appreciation Rights. "Stock Appreciation
Rights" shall mean the Stock Appreciation Rights granted
pursuant to Section 15 of the Plan, and shall include Stock
<PAGE>Appreciation Rights issued in tandem with an Option
and non-tandem Stock Appreciation Rights.
Section 3. Stock Option Plan Committee.
(a) The Plan shall be administered by a Committee
which shall consist of at least three outside members of the
Board of Directors who shall be selected by the Board of
Directors. Any member of the Committee may be removed at any
time with or without cause by the Board of Directors. If a
member of the Committee for any reason shall cease to serve, the
vacancy shall be filled by the Board of Directors. The Chairman
of the Committee shall be designated by the Board of Directors.
(b) Subject to the provisions of the Plan, the
Committee shall have the authority to construe and interpret the
Plan, to define the terms used therein, to prescribe, amend and
rescind rules and regulations relating to the Plan, to approve
and determine the duration of leaves of absence which may be
granted to participants without constituting a termination of
their employment for the purposes of the Plan, and to make all
other determinations necessary or advisable for the
administration of the Plan. All determinations and
interpretations made by the Committee shall be binding and
conclusive on all participants in the Plan and on their legal
representatives and beneficiaries.
Section 4. Meetings.
(a) Meetings of the Committee may be called at any
time by the Board of Directors or the Chairman of the Committee
and shall be called on written request of any two (2) members of
the Committee, provided that meetings may be held at any time
without notice if all the members of the Committee are present,
or if at any time before or after the meeting those not present
waive notice of the meeting in writing. When practicable, at
least one (1) day's notice of meeting shall be given in person or
by telephone, letter, telegram or telex.
(b) At meetings of the Committee the presence of a
majority of the members of the Committee at the time of such
meeting shall be necessary to constitute a quorum. Any act of a
majority present at a meeting at which there is a quorum shall be
the act of the Committee. Action may be taken by the Committee
without a meeting if a written consent thereto is signed by all
the members of the Committee and such written consent is filed
with the minutes of proceedings of the Committee. Members of the
Committee may participate in meetings of the Committee by means
of conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute
presence in person at such meeting.
Section 5. Shares Available. The Committee may, but
shall not be required to, grant in accordance with the Plan,
Options or non-tandem Stock Appreciation Rights with respect to
not more than 650,000 Shares which may either be treasury Shares
<PAGE>or authorized but unissued Shares. The number of Shares
with respect to which Options or Stock Appreciation Rights have
not been granted or with respect to which Options or Stock
Appreciation Rights have expired or terminated shall be subject
to adjustment pursuant to the provisions of Section 20 herein.
If any Options or Stock Appreciation Rights shall expire or
terminate for any reason without having been exercised in full,
Options or non-tandem Stock Appreciation Rights for the
unpurchased Shares or unexercised Rights subject thereto may
again be granted under the Plan; provided, however, that to the
extent a Stock Appreciation Right granted in tandem with an
Option is exercised, such Option shall be deemed to have been
exercised and the Shares which otherwise would have been issued
upon the exercise of such Option shall not be subject to the
grant of any additional Options or non-tandem Stock Appreciation
Rights.
Section 6. Time of Granting of Options or Stock
Appreciation Rights. Options and/or Stock Appreciation Rights
may be granted by the Committee pursuant to this Plan up to and
including March 16, 2004.
Section 7. Persons Eligible. Persons eligible to
receive discretionary Options or Stock Appreciation Rights shall
be such employees of the Company as the Committee in its sole
discretion may select. In addition, non-employee members of the
Board of Directors shall be eligible to receive nondiscretionary
Options as provided herein.
Section 8. Number of Shares to be Optioned. The
number of Shares to be optioned or subject to Stock Appreciation
Rights granted to any eligible personnel shall be determined by
the Committee in its sole discretion. Notwithstanding the
foregoing, as soon as reasonably practicable following the end of
each fiscal year of the Company, the Committee shall grant an
option to purchase 2,000 shares of each non-employee who is then
a member of the Board of Directors. An employee who has been
granted an Option or Stock Appreciation Right may be granted
additional Options or Stock Appreciation Rights if the Committee
shall so determine.
Section 9. Form of Options and Rights. The form of
Options and Stock Appreciation Rights shall be as determined from
time to time by the Committee. An Option Certificate or Stock
Appreciation Right Certificate signed by the Chairman of the
Board or the President or a Vice President, attested by the
Treasurer or Assistant Treasurer, or Secretary of Assistant
Secretary of the Company and having the seal of the Company so
affixed thereto shall be issued to each person to whom an Option
or Stock Appreciation Right is granted. If a Stock Appreciation
Right is granted in tandem with an Option, an Option Certificate,
with appropriate modifications as determined by the Committee,
shall be issued.
Section 10. Duration of Options or Rights. The
duration of each Option or any Stock Appreciation Right granted
hereunder shall be for such period as the Committee shall
<PAGE>determine, but not more than five (5) years from the date
of granting thereof. The duration of each tandem Stock
Appreciation Right shall be coextensive with the Option pursuant
to which it was granted and shall expire at the same time.
Section 11. Assignability of Options. Options, Stock
Appreciation Rights and all rights thereunder granted under this
Plan, shall not be transferrable by the holder thereof otherwise
than by will or the laws of descent and distribution, and such
Option or Stock Appreciation Right may be exercised during the
holder's lifetime only by or on behalf of the holder thereof.
Section 12. Price. The price per share of the Shares
to be purchased pursuant to the exercise of an Option and the
price per share of the Shares subject to a non-tandem Stock
Appreciation Right shall not be less than one hundred percent
(100%) of the Fair Market Value, as determined by the Committee,
of a Share of the Company on the date of grant of the Option or
Stock Appreciation Right. The price per Share of the shares
subject to a tandem Stock Appreciation Right shall be the same as
the price per share of the Shares to be purchased pursuant to the
exercise of the Option underlying such tandem Stock Appreciation
Right.
Section 13. (Reserved).
Section 14. Exercise of Options or Rights. Options
and non-tandem Stock Appreciation Rights shall be exercisable in
whole or in part at such time and upon such terms and conditions
as the Committee shall determine, but not sooner than approval of
this Plan by the stockholders of the Company. An Option or any
Stock Appreciation Right shall be exercised by delivery of a duly
signed notice in writing specifying the number of Shares with
respect to which such exercise occurs, together with the Option
or Right Certificate, and in the case of the exercise of an
Option, the full purchase price of the Shares to be purchased
pursuant to such exercise, to the Chairman of the Board or an
officer of the Company appointed by the Chairman of the Board for
the purpose of receiving the same; provided, however, that no
Option or Stock Appreciation Right granted pursuant to the Plan
may be exercised at any time when the exercise thereof violates
any law or governmental order or regulation. Payment for the
Shares purchased pursuant to the exercise of an Option shall be
made in full at the time of the exercise of such Option by any
one or more of the following methods: in cash; by check payable
to the order of the Company; by the delivery to the Company of
Shares which shall be valued at their Fair Market Value on the
date of exercise of the Option, by participation in the stock
option exercise program established pursuant to the Corporate
Stock Option Exercise Program Agreement by and between the
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
or by any other method acceptable to the Committee and counsel
for the Company, including loans, advances and guarantees of
loans by the Company.
Section 15. Stock Appreciation Rights.
<PAGE> (a) A Stock Appreciation Right may be granted by
the Committee to an eligible person or may be granted by the
Committee in tandem with all or any part of an Option granted
under this Plan at the time of the grant of such Option.
(b) Subject to the provisions set forth below, upon
the exercise of a Stock Appreciation Right granted in tandem with
an Option, the holder thereof shall surrender the Option, or any
applicable portion thereof, to the extent then exercisable but
unexercised and receive a number of Shares or cash, or cash and
Shares as determined by the Committee pursuant to subparagraphs
(ii) and (iii) of paragraph (c) of this Section 15. Such Options
shall, to the extent surrendered, thereupon cease to be
exercisable.
(c) A Stock Appreciation Right shall be subject to the
following terms and conditions and to such other terms and
conditions as shall from time to time be approved by the
Committee:
(i) A Tandem Stock Appreciation Right shall be
exercisable at such time or times and to such extent,
but only to the extent, that the Option to which they
relate shall be exercisable. A Tandem Stock
Appreciation Right shall not be transferrable or
assignable separately from the Option to which it
relates and the exercise or expiration of such Option
shall terminate the related Stock Appreciation Right.
(ii) The exercise by the holder of a Stock
Appreciation Right shall be made in writing to the
Chairman of the Board or an officer of the Company
appointed by the Chairman of the Board for the purpose
of receiving the same, specifying whether the holder
thereof desires cash or Shares or a combination
thereof. Such request shall be subject to the absolute
right of the Committee to substitute stock for cash or
cash for stock as set forth in Section 15(c)(iv)
hereof. An exercise by an officer, director or 10%
shareholder electing a full or partial settlement for
cash must be received in writing during the period
beginning on the third business day next following the
date of release by the Company of quarterly or annual
financial data and ending on the twelfth business day
following such date of release.
(iii) Upon the exercise of a Stock
Appreciation Right, the holder thereof shall be
entitled to receive from the Company the difference
between (x) the price per share under the Stock
Appreciation Right determined in accordance with
Section 12 hereof, and (y) the Fair Market Value on the
date of exercise of one Share, multiplied by the number
of rights in respect to which the Stock Appreciation
Right shall have been exercised. For purposes of this
subparagraph, Fair Market Value shall be determined by
<PAGE>the Committee as of the date of exercise of the
Stock Appreciation Right.
(iv) Notwithstanding any provision to the contrary
herein, the Committee may, under such terms and
conditions as it deems appropriate, accept the exercise
of a Stock Appreciation Right and authorize payment to
be made in Shares, or in cash, or partly in such Shares
and partly in cash. Shares shall be valued at Fair
Market Value as determined by the Committee as of the
date of exercise of the Stock Appreciation Right.
(d) If the Committee decides to pay cash upon the
exercise of a Stock Appreciation Right, the Committee shall have
the discretion to make such cash payments over a period of time,
such period not to exceed 5 years from the date of exercise, plus
interest at a rate to be determined by the Committee from the
date of exercise.
(e) Shares with respect to which a non-tandem Stock
Appreciation Right shall be exercised shall be charged against
the maximum number of Shares which may be subject to Options or
non-tandem Stock Appreciation Rights under this Plan
notwithstanding that payment upon the exercise of such Stock
Appreciation Right is made in whole or in part in cash.
Section 16. Tax Withholding. In the event that a
holder elects to exercise his Option or Stock Appreciation Right,
or any part thereof, pursuant to Section 14 or 15 hereof and if
the Company shall be required to withhold any amounts by reason
of any federal, state or local tax rules or regulations by reason
of the issuance of Shares and/or cash to the holder, the Company
shall be entitled to deduct and withhold such amounts from any
cash payments to be made to the holder. In any event, the holder
shall make available to the Company, promptly when required,
sufficient funds to meet the requirements of such withholding,
and the Committee shall be entitled to take and authorize such
steps as it may deem advisable in order to have such funds
available to the Company when required.
Section 17. Issuance of Shares and Compliance With
Securities Act. Within a reasonable time after the due exercise
of an Option or Stock Appreciation Right, the Company shall cause
to be delivered to the employee a certificate for the Shares
issuable and/or the cash payable pursuant to the exercise of the
Option or Stock Appreciation Right together with either (i) an
Option and/or Right certificate for a number of Shares equivalent
to the difference between the number of Shares as to which the
Option and/or Stock Appreciation Right had not been exercised
immediately prior to the time of the exercise of the Option or
Stock Appreciation Right and the number of shares with respect to
which the Option or Stock Appreciation Right was so exercised, or
(ii) the original Option or Right certificate endorsed to give
effect to the partial exercise thereof. The Company may postpone
the issuance and delivery of Shares upon any exercise of an
Option or Stock Appreciation Right until (a) the admission of
such Shares to listing on any stock exchange on which Shares of
<PAGE>the same class are then listed and (b) the completion of
such registration or other qualification of such Shares under any
state or federal law, rule or regulation as the Company shall
determine to be necessary or advisable. Any person exercising an
Option or Stock Appreciation Right shall make such
representations (including representations to the effect that
such person will not dispose of such Shares in violation of the
Federal Securities laws, if required by the Company) and furnish
such information as may in the opinion of counsel for the Company
be appropriate to permit the Company, in the light of the then
existence or nonexistence of an effective Registration Statement
under the Securities Act of 1933, as from time to time amended,
with respect to such Shares, to issue the shares in compliance
with the provisions of that or any comparable act. The Company
may place an appropriate legend on any certificate evidencing the
Shares and may issue stop transfer instructions in respect
thereof. Nothing herein shall be deemed to require that the
Company file or amend a Registration Statement.
Section 18. Termination of Options. Notwithstanding
any other provisions of this Plan, any Option or Stock
Appreciation Right not exercised within the period fixed for such
exercise shall expire and become void and of no effect.
Section 19. Termination of Employment. Any
unexercised Option or Stock Appreciation Right shall terminate
forthwith at the close of business on the fourteenth business day
after cessation or termination for any reason of the holder's
employment by the Company. Notwithstanding the foregoing, (a) if
the cessation of employment is due to retirement on or after
attaining the age of sixty-five (65) years or to disability (to
an extent and in a manner as shall be determined by the Committee
in its sole discretion), the holder shall have the privilege
within the remaining period of the Option or Stock Appreciation
Right, or within three months of such holder's cessation of
employment, whichever is the shorter period, of exercising the
unexercised Options or Stock Appreciation Rights which such
holder could have exercised at the time of such cessation of
employment, (b) if the cessation of employment is due to death,
or if death occurs within three months of the holder's cessation
of employment by reason of retirement or disability, as
aforesaid, the legal representatives of the estate of the holder
or a specific legatee under a will or distributees in intestacy,
after distribution of the Options or Stock Appreciation Rights to
said legatee or distributees shall have the privilege within the
remaining period of the Option or Stock Appreciation Right or
within three months of such holder's cessation of employment,
whichever is shorter, of exercising the unexercised Options or
Stock Appreciation Rights which the holder could have exercised
at the time of such death, (c) if the employment of any holder
with the Company shall be terminated because of such holder's
violation of his or her duties with the Company (the existence of
which violation shall be conclusively determined by the Committee
in its sole discretion), all unexercised Options or Stock
Appreciation Rights of such holder shall terminate immediately
upon the termination of the holder's employment with the Company
and a holder whose employment with the Company is so terminated
<PAGE>shall have no right after such termination to exercise any
unexercised Option or Stock Appreciation Right which such holder
might have exercised prior to the termination of such employment
with the Company, and (d) the Committee shall have the right in
any specific case upon the grant of the Option or Stock
Appreciation Right to provide any other rule or method for
termination of the Option or Stock Appreciation Right upon
termination of employment as the Committee shall deem proper and
appropriate in the circumstance.
Nothing contained herein or in any Option or Stock
Appreciation Right certificate shall be construed to confer upon
any employee any right to be continued in the employ of the
Company or derogate from any right of the Company to retire,
request the resignation of or discharge such employee, at any
time, with or without cause.
Section 20. Adjustment of Shares. If prior to the
complete exercise of any Option there shall be declared and paid
a stock dividend upon the Shares of the Company or if the Shares
shall be split, combined, converted, exchanged, reclassified or
in any way substituted for, or if the Company shall merge or
consolidate with another corporation, then in any such event, the
Option, to the extent that it has not been exercised, shall
entitle the holder upon its future exercise to such number and
kind of securities or other property subject to the terms of the
Option to which the holder would have been entitled had such
holder actually owned the Shares subject to the unexercised
portion of the Option at the time of the occurrence of such stock
dividend, split, combination, conversion, exchange,
reclassification, substitution, merger or consolidation.
In addition to the adjustment provided for in the
preceding paragraph, if a Stock Appreciation Right has been
granted, then, upon the occurrence of any of the events referred
to in said paragraph, the Committee in its sole discretion shall
have the right to determine the amount of cash and/or the number
of Shares or other property to which the holder of such Stock
Appreciation Right shall be entitled upon its payment so that
there shall be no decrease or dilution (as determined by the
Committee in its sole discretion) in the cash and/or the value of
the Shares or other property to which the holder of such Stock
Appreciation Right upon its payment shall be entitled by reason
of such events.
Section 21. Amendment by the Board of Directors or the
Committee. Except as provided in Section 22, the Board of
Directors or the Committee may at any time withdraw or from time
to time amend the Plan and the terms and conditions of any
Options or Stock Appreciation Rights not theretofore granted, and
the Board of Directors or the Committee, with the consent of the
affected holder of an Option or Stock Appreciation Right, may at
any time withdraw or from time to time amend the Plan and the
terms and conditions of any Options or Stock Appreciation Rights
which have been theretofore granted.
<PAGE> Section 22. Amendments Requiring Stockholder
Approval. Notwithstanding the provisions of Section 21, any
amendment to the Plan which changes the option price as set forth
in Section 12 hereof or changes the method of computation of the
amount payable upon exercise of a Stock Appreciation Right
pursuant to Section 15(c)(iii) or changes the categories of
individuals eligible to receive Options or Stock Appreciation
Rights under the Plan shall not be effective unless approved by
the holders of a majority of the stock of the Company present, or
represented by proxy, and entitled to vote thereon at a meeting
called for such purpose within twelve (12) months after the
adoption of such amendment by the Board of Directors.
Section 23. Effectiveness of the Plan. The
effectiveness of this Plan is subject to its approval by the
stockholders of the Company within one (1) year from March 16,
1984 except that this Plan shall be effective on and after
March 16, 1984, to permit the granting of Options and Stock
Appreciation Rights hereunder during said one (1) year period.
In the event this Plan is not approved by the stockholders of the
Company as aforesaid, any Options or Stock Appreciation Rights
granted within said one (1) year period shall be deemed void and
of no force or effect.
<PAGE>
GENOVESE
We'll Take Good Care of You
80 Marcus Drive-Melville New York 11747
(516) 420-1900-FAX #(516) 845-8487
July 29, 1994
Genovese Drug Stores, Inc.
80 Marcus Drive
Melville, NY 11747
Re: Genovese Drug Stores, Inc. 1984 Employee Stock
Option and Stock Appreciation Rights Plan (the "Plan")
Ladies and Gentlemen:
I have acted as counsel to Genovese Drug Stores, Inc., a
Delaware corporation (the "Company"), in connection with the
Plan. I have examined such documents, records and matters of law
as I have deemed necessary for purposes of this opinion, and,
based thereon, I am of the opinion that the shares of the
Company's Class A Common Stock, par value $1.00 per share (the
"Class A Common Shares"), that may be issued and sold pursuant to
the Plan will be duly authorized, validly issued, fully paid and
nonassessable when issued and sold in accordance with the Plan,
provided that the consideration received by the Company is at
least equal to the par value of the Class A Common Shares.
I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement on Form S-8 that is being filed by
the Company with the Securities and Exchange Commission regarding
the Plan.
Sincerely,
/s/ Gene L. Wexler
Gene L. Wexler
Vice President and General Counsel
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Genovese Drug Stores, Inc. on Form S-8 of our report
dated March 3, 1994 appearing in the Annual Report on Form 10-K
of Genovese Drug Stores, Inc. for the fiscal year ended January
28, 1994.
/s/ Deloitte & Touche
Jericho, New York
July 29, 1994
<PAGE>
Exhibit 24
DIRECTORS AND OFFICERS OF
GENOVESE DRUG STORES, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned directors and officers of Genovese Drug Stores, Inc.,
a Delaware corporation (the "Company"), hereby (1) constitutes
and appoints Leonard Genovese, Donald W. Gross, Jerome Stengel
and Gene L. Wexler, collectively and individually, as his agent
and attorney-in-fact with full power of substitution and
resubstitution to (a) sign and file on his behalf and in his
name, place and stead in any and all capacities (i) a
Registration Statement on Form S-8 (the "Registration Statement")
with respect to the registration under the Securities Act of
1933, as amended, of an additional 595,320 shares of the
Company's Class A Common Stock, par value $1.00 per share, for
issuance under the Company's 1984 Employee Stock Option and Stock
Appreciation Rights Plan, (ii) any and all amendments, including
post-effective amendments, and exhibits to the Registration
Statement and (iii) any and all applications or other documents
to be filed with the Securities and Exchange Commission or any
state securities commission or other regulatory authority with
respect to the securities covered by the Registration Statement
and (b) do and perform any and all other acts and deeds
whatsoever that may be necessary or required in the premises and
(2) ratifies and approves any and all actions that may be taken
pursuant hereto by any of the above-named agents and attorneys-
in-fact or their substitutes.
IN WITNESS WHEREOF, the undersigned directors and
officers of the Company have hereunto set their hands as of the
29th day of July, 1994.
/s/ Leonard Genovese /s/ Frances Genovese Wangberg
Leonard Genovese Frances Genovese Wangberg
/s/ Herbert J. Kett /s/ William J. McKenna
Herbert J. Kett William J. McKenna
/s/ Allan Patrick /s/ Charles Hayward
Allan Patrick Charles Hayward
/s/ Jerome Stengel /s/ Abraham Allen
Jerome Stengel Abraham Allen
/s/ Thomas M. Cooney
Thomas M. Cooney
