Registration No. 33-______
As Filed with the Securities and Exchange Commission on June 23, 1994
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HEILIG-MEYERS COMPANY
(Exact name of issuer as specified in its charter)
VIRGINIA 54-0558861
(State of incorporation) (I.R.S. Employer
Identification No.)
2235 Staples Mill Road, Richmond, Virginia 23230
(Address of principal executive offices, including zip code)
HEILIG-MEYERS COMPANY
1994 STOCK OPTION PLAN
(Full title of the plan)
Roy B. Goodman, Secretary
Heilig-Meyers Company
2235 Staples Mill Road, Richmond, Virginia 23230
(804) 359-9171
(Name, address, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee
Price per Offering
Share Price
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Common Stock, 1,200,000 $27.0625(1) $32,475,000 $11,198.35
par value $2.00 Shares
Rights to 1,200,000 (2) (2) $100
Purchase Preferred
Stock, Series A,
par value $10.00
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(1)Estimated solely for purposes of calculating registration fee.
Based on the average of the high and low prices of the Common Stock on
the New York Stock Exchange on June 21, 1994.
(2)The Rights to Purchase Preferred Stock will be attached to and
trade with shares of the Common Stock of the Company. Value attributable
to such rights, if any, will be reflected in the market price of the shares
of Common Stock. The fee paid represents the minimum statutory fee
pursuant to Section 6(b) of the Securities Act of 1933.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company hereby incorporates by reference into this Prospectus
the documents listed below that have been filed with the Securities and
Exchange Commission:
(a) The Company's Annual Report on Form 10-K (File No. 1-8484) for
the year ended February 28, 1994;
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report referred to in (a) above.
(c) The Company's definitive proxy statement filed pursuant to
Section 14 of the 1934 Act in connection with its Annual
Meeting of Shareholders held on June 15, 1994, and any
definitive proxy statements so filed in connection with
subsequent meetings of its shareholders;
(d) The description of the Company's Common Stock contained in a
Registration Statement on Form 8-A (File No. 1-8484) filed with
the Commission on April 26, 1983, as amended by Forms 8 filed
April 9, 1985, February 23, 1988, September 20, 1989, July 31,
1990 and August 6, 1992, including any other amendment or
report filed for the purpose of updating such description; and
(e) The description of the Company's Rights to Purchase Preferred
Stock, Series A, par value $10.00 per share, contained in a
Registration Statement on Form 8-A (File No. 1-8484) filed with
the Commission on February 23, 1988, as amended by Form 8 filed
September 20, 1989, including any other amendment or report
filed for the purpose of updating such description.
All documents subsequently filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment indicating that all securities offered have been sold or
deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing such documents.
The Company also incorporates by reference all information as to
stock options, including the amount outstanding, exercises, prices and
expiration dates, included in the Company's future proxy statements,
annual reports to shareholders, or appendices to this Prospectus.
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Item 4. Description of Rights
On February 17, 1988, the Board of Directors of the Company declared
a dividend distribution of one preferred share purchase right (a
"Right") for each share of Common Stock (a) outstanding at the close of
business on that date; (b) to become outstanding between that date and
the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date (as such terms are defined in the Rights
Agreement between the Company and Crestar Bank dated as of February 17,
1988); or (c) issued pursuant to the exercise of options, under an
employee benefit plan, or upon the conversion of securities, which
options, plan, or securities were issued or adopted before the
Distribution Date. The description and terms of the Rights are set
forth more fully in the Registration Statement on Form 8-A (File Number
1-8484) filed with the Commission on February 23, 1988, as amended by
Form 8 filed September 20, 1989, which forms are incorporated herein by
reference.
Item 6. Indemnification of Directors and Officers
The laws of the Commonwealth of Virginia pursuant to which the
Company is incorporated permit it to indemnify its officers and
directors against certain liabilities arising by reason of the fact
that the person is or was a director, officer, employee or agent of the
Company. The Articles of Incorporation of the Company provide for the
indemnification of each director and officer (including former
directors and officers and each person who may have served at the
request of the Company as a director or officer of any other legal
entity and, in all cases, his heirs, executors and administrators)
against liabilities (including expenses) reasonably incurred by him in
connection with any actual or threatened action, suit or proceeding to
which he may be made a party by reason of his being or having been a
director or officer of the Company, except in relation to any action,
suit or proceeding in which he has been adjudged liable because of
willful misconduct or a knowing violation of the criminal law.
The Company has purchased directors' and officers' liability
insurance, and company reimbursement insurance which covers all
directors and officers of the Company and its subsidiaries.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
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(a) (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, represents 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 on 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.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment and each
filing of the registrant's annual report pursuant to Section 12(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
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is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints William C.
DeRusha and Troy A. Peery, Jr., or any of them, his true and lawful
attorney-in-fact to sign on his behalf, as an individual and in the
capacity stated below, any amendment or post-effective amendment to
this registration statement which said attorney-in-fact may deem appro-
priate or necessary.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on June 22, 1994.
HEILIG-MEYERS COMPANY
Registrant
By:s/William C. DeRusha
William C. DeRusha,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
s/William C. DeRusha Chairman of the June 22, 1994
William C. DeRusha Board, Chief
Executive Officer,
and Director
s/Troy A. Peery, Jr. President, June 22, 1994
Troy A. Peery, Jr. Chief Operating
Officer, and Director
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s/Joseph R. Jenkins Executive Vice June 22, 1994
Joseph R. Jenkins President and
Chief Financial
Officer
s/William J. Dieter Senior Vice June 22, 1994
William J. Dieter President,
Accounting and
Chief Accounting
Officer
s/Alexander Alexander Director June 22, 1994
Alexander Alexander
s/Robert L. Burrus, Jr. Director June 22, 1994
Robert L. Burrus, Jr.
s/Arthur D. Charpentier Director June 22, 1994
Arthur D. Charpentier
s/Benjamin F. Edwards III Director June 14, 1994
Benjamin F. Edwards III
s/Alan G. Fleischer Director June 14, 1994
Alan G. Fleischer
s/Nathaniel Krumbein Director June 22, 1994
Nathaniel Krumbein
s/Hyman Meyers Director June 15, 1994
Hyman Meyers
s/S. Sidney Meyers Director June 22, 1994
S. Sidney Meyers
s/Lawrence N. Smith Director June 14, 1994
Lawrence N. Smith
s/George A. Thornton III Director June 22, 1994
George A. Thornton, III
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Index to Exhibits
Page
(4)(a) Registrant's Restated Articles of Incorporation filed
as Exhibit 3(a) to Registrant's Annual Report on Form
10-K for the fiscal year ended February 28, 1990 are
incorporated herein by this reference.
(b) Articles of Amendment to Registrant's Restated
Articles of Incorporation filed as Exhibit 4 to
Registrant's Form 8 (Amendment No. 5 to Form 8-A
filed April 26, 1983) filed August 6, 1992 are
incorporated herein by this reference.
(c) Articles of Amendment to Registrant's Restated
Articles of Incorporation filed as Exhibit 4(c) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993 are incorporated
herein by this reference.
(d) Registrant's Amended Bylaws filed as Exhibit 3(b) to
Registrant's Annual Report on Form 10-K (commission
file number 1-8484) for the fiscal year ended
February 29, 1988 are incorporated herein by this
reference.
(5) Opinion of McGuire, Woods, Battle & Boothe
(23)(a) Consent of Deloitte & Touche
(b) Consent of McGuire, Woods, Battle & Boothe (included
in the opinion filed as Exhibit 5)
(24) Power of attorney (see signature page)
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EXHIBIT 5
June 21, 1994
Heilig-Meyers Company
2235 Staples Mill Road
Richmond, Virginia 23230
Gentlemen:
You propose to file as soon as possible with the Securities and Exchange
Commission a Registration Statement on Form S-8 (the "Registration Statement")
relating to the Heilig-Meyers 1994 Stock Option Plan (the "Plan"). The
Registration Statement covers 1,200,000 shares of Common Stock which may be
issued under the Plan. The Registration Statement also covers 1,200,000 Rights
to Purchase Preferred Stock, Series A, $10.00 par value, of the Company (the
"Rights"), attached in equal number to the shares of Common Stock which may be
issued under the Plan.
We are of the opinion that the 1,200,000 shares of Common Stock registered
for issuance under the Plan, when issued or sold in accordance with the terms
and provisions of the Plan, will be duly authorized, legally issued, fully paid
and nonassessable.
We also reaffirm our opinion regarding the Rights given to the Company's
Board of Directors as confirmed in our letter of February 17, 1988, attached to
our opinion filed as Exhibit 5 to the Heilig-Meyers Company Registration
Statement (No. 33-64616) on Form S-8. In our opinion regarding the Rights, we
discussed whether certain provisions of Section 13.1-638 of the Virginia Code
might prohibit the restrictions on transfer imposed under the agreement
governing the Rights. The Virginia Code has been amended to provide that,
notwithstanding such provisions of Section 13.1-638, the terms of rights issued
by a corporation may include restrictions on transfer by designated persons or
classes of persons.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
s/MCGUIRE WOODS BATTLE & BOOTHE
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Heilig-Meyers Company
We consent to the incorporation by reference in this Registration
Statement of Heilig-Meyers Company on Form S-8 of our reports dated
March 21, 1994, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Heilig-Meyers Company for the year 1994.
/s/ DELOITTE & TOUCHE
Richmond, Virginia
June 22, 1994
