<PAGE> 1
Registration No. ____________
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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)
GENE L. WEXLER
Vice President and General Counsel
Genovese Drug Stores, Inc.
80 Marcus Drive
Melville, New York 11747
(Name and address of agent for service)
(516) 845-8433
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
=======================================================================================
<S> <C> <C> <C> <C>
Class A Common
Stock, par value
$1.00 per share 800,000 shares(1) $8.9375(2) $7,150,000.00(2) $2466.00
=======================================================================================
</TABLE>
(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 June 14,
1996.
<PAGE> 2
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 February 2, 1996;
(2) 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; and
(3) Form S-8 Registration Statement under the Securities Act of
1933, as amended, filed with the Commission on August 2, 1994
(Registration No. 33-54857).
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.
As of the date of filing of this registration statement, Gene L.
Wexler, Vice President and General Counsel of the Company, who is opining as to
the validity of the securities being registered herewith, beneficially owned
19,561 shares of the Company's Class A Common Stock.
ITEM 8. EXHIBITS.
4(a) 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
II-1
<PAGE> 3
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 17TH DAY OF JUNE, 1996.
GENOVESE DRUG STORES, INC.
By: /s/ Leonard Genovese
-----------------------------
Chairman of the Board
and President
II-2
<PAGE> 4
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*Leonard Genovese Chairman of the Board, June 17, 1996
----------------------- President and Director
Leonard Genovese (Principal Executive
Officer)
*Herbert J. Kett Vice Chairman June 17, 1996
----------------------- and Director
Herbert J. Kett
*Allan Patrick Executive Vice President June 17, 1996
----------------------- and Director
Allan Patrick
*Jerome Stengel Vice President and June 17, 1996
----------------------- Treasurer (Principal
Jerome Stengel Financial and
Accounting Officer)
*Frances Genovese Wangberg Director June 17, 1996
-------------------------
Frances Genovese Wangberg
*William J. McKenna Director June 17, 1996
-----------------------
William J. McKenna
*Charles Hayward Director June 17, 1996
-----------------------
Charles Hayward
*Abraham Allen Director June 17, 1996
-----------------------
Abraham Allen
*Thomas M. Cooney Director June 17, 1996
-----------------------
Thomas M. Cooney
*Thomas J. Moran Director June 17, 1996
-----------------------
Thomas J. Moran
</TABLE>
II-3
<PAGE> 5
* 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: June 17, 1996 By: /s/ Leonard Genovese
--------------------
Attorney-in-Fact
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number
Exhibit in Sequentially
Number Exhibit Description Numbered Copy
- ------- ------------------- ---------------
<S> <C> <C>
4(a) 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
</TABLE>
II-5
<PAGE> 1
As amended through June 17, 1996
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.
<PAGE> 2
(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 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
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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 1,450,000 Shares which may
either be treasury Shares 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
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<PAGE> 4
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 determine, but not more than (i) five years from
the date of grant thereof in the case of an Option which is intended to
constitute an incentive stock option within the meaning of section 422 of the
Internal Revenue Code of 1986, as amended, and which is granted to an individual
who owns (at the time such Option is granted) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any
parent or subsidiary corporation, or (ii) 10 years from the date of grant
thereof in the case of any other Option or Stock Appreciation Right.
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
4
<PAGE> 5
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.
(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
5
<PAGE> 6
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 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
6
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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 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
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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 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
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<PAGE> 9
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.
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.
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<PAGE> 1
EXHIBIT 5
June 17, 1995
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> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Genovese Drug Stores, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 for the 1984 Employee Stock Option and Stock Appreciation Rights Plan
of our report dated March 5, 1996 appearing in the Annual Report on Form 10-K of
Genovese Drug Stores, Inc. for the fiscal year ended February 2, 1996.
/s/ Deloitte & Touche LLP
Jericho, New York
June 17, 1996
<PAGE> 1
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 800,000 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 17th day of June, 1996.
/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 /s/ Thomas J. Moran
- ------------------------ -----------------------------------
Thomas M. Cooney Thomas J. Moran
