<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)
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>
======================== ====================== ====================== ====================== ======================
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration fee
to be registered offering aggregate
registered price per offering
share price
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Class A Common
Stock, par value
$1.00 per share 500,000 shares(1) $ 18.625 (2) $9,312,500.00(2) $2,747.19
---------------- ------------ --------
======================== ====================== ====================== ====================== ======================
</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 22, 1998.
<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 30, 1998;
(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 June 20, 1996
(Registration No. 333-06461).
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 46,412 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>
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 15th day of June, 1998.
GENOVESE DRUG STORES, INC.
By: /s/Leonard Genovese
---------------------
Chairman of the Board
and President
II-2
<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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*Leonard Genovese Chairman of the Board, President and June 15, 1998
---------------- Director (Principal Executive
Leonard Genovese Officer)
*Allan Patrick Executive Vice President and Director June 15, 1998
-------------
Allan Patrick
*Christopher D. Noonan Assistant Vice President and Acting June 15, 1998
--------------------- Chief Financial Officer (Principal
Christopher D. Noonan Financial and Accounting Officer)
*Frances Genovese Wangberg Director June 15, 1998
-------------------------
Frances Genovese Wangberg
*William J. McKenna Director June 15, 1998
------------------
William J. McKenna
*Charles Hayward Director June 15, 1998
---------------
Charles Hayward
*Abraham Allen Director June 15, 1998
-------------
Abraham Allen
*Thomas M. Cooney Director June 15, 1998
----------------
Thomas M. Cooney
*Thomas J. Moran Director June 15, 1998
---------------
Thomas J. Moran
*Robert N. Hiatt Director June 15, 1998
---------------
Robert N. Hiatt
</TABLE>
II-3
<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: June 26, 1998 By: /s/Leonard Genovese
-------------------
Attorney-in-Fact
II-4
<PAGE>
Page Number
Exhibit in Sequentially
Number Exhibit Description Numbered Copy
- ------ ------------------- -------------
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
II-5
<PAGE>
As amended through June 26,1998
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 and directors of, and consultants to, the Company. The
Plan will provide a means whereby such employees, directors and consultants
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 Appreciation Rights issued in
tandem with an Option and non-tandem Stock Appreciation Rights.
<PAGE>
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 1,950,000 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
2
<PAGE>
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,
or consultants to, the Company as the Committee shall select in its sole
discretion. In addition, non-employee members of the Board of Directors shall
be eligible to receive discretionary 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, (i) each fiscal year of the
Company, the Committee may grant to each non-employee who is then a member of
the Board of Directors options to purchase such number of Shares as the full
Board of Directors shall determine in its sole discretion, and (ii) the
aggregate number of Shares covered by Options or Stock Appreciation Rights
granted to any person shall not exceed 250,000 in any one-year period. 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 or 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 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
3
<PAGE>
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.
(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.
4
<PAGE>
(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 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.
5
<PAGE>
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 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
6
<PAGE>
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 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.
7
<PAGE>
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.
8
<PAGE>
GENOVESE
- ------------------------------------------------------------------------------
Genovese Drug Stores, Inc.
80 Marcus Drive
Melville, NY 11747
516-420-1900
Fax 516-845-8487
Exhibit 5
June 25, 1998
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>
DELOITTE &
TOUCHE LLP
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[LOGO] Two World Financial Center Telephone (212)436-2000
New York, New York 10281-1414 Facsimile (212)436-5000
INDEPENDENT AUDITORS' CONSENT
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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 4, 1998
appearing in the Annual Report on Form 10-K of Genovese Drug Stores, Inc. for
the year ended January 30, 1998.
/s/ Deloitte & Touche LLP
New York, New York
June 26, 1998
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Deloitte Touche
Tohmatsu
International
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<PAGE>
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 officer of Genovese Drug Stores, Inc., a Delaware corporation
(the "Company"), hereby (1) constitutes and appoints Leonard Genovese, Donald
W. Gross 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 500,000 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 15th day of June, 1998.
/s/Leonard Genovese /s/Frances Genovese Wangberg
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Leonard Genovese Frances Genovese Wangberg
/s/Allan Patrick /s/William J. McKenna
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Allan Patrick William J. McKenna
/s/Christopher D. Noonan /s/Charles Hayward
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Christopher D. Noonan Charles Hayward
/s/Robert N. Hiatt /s/Abraham Allen
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Robert N. Hiatt Abraham Allen
/s/Thomas M. Cooney /s/Thomas J. Moran
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Thomas M. Cooney Thomas J. Moran
