Registration No. 333-______
As Filed with the Securities and Exchange Commission on June 12, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
Paige H. Wilson, Vice President, Treasurer and 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, 1,000,000 $16.8125(1) $16,812,500 $5,095
par value shares
$2.00
Rights to Purchase 1,000,000 (2) (2) (2)
Preferred Stock,
Series A, par
value $10.00
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(1)Estimated solely for purposes of calculating the registration fee. Based
on the average of the high and low prices of the Common Stock on the New York
Stock Exchange on June 9, 1997.
(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. No fee is required pursuant to Section 6(b) of the Securities Act of 1933
and 17 C.F.R. ss.230.236.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this Registration Statement is to register 1,000,000
additional shares of Common Stock, $2.00 par value, ("Common Stock"), of
Heilig-Meyers Company (the "Company") upon the exercise of stock options granted
or to be granted pursuant to the Heilig-Meyers Company 1994 Stock Option Plan.
The Registrant hereby incorporates by reference all information included in its
Form S-8 Registration Statement No. 33-54261 filed with the Commission on June
24, 1994, which should be read in conjunction with the information contained
herein.
Item 8. Exhibits
See Index to Exhibits.
II-1
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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 appropriate 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 May 30, 1997.
HEILIG-MEYERS COMPANY
Registrant
By: /s/ William C. DeRusha
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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 May 30, 1997
- ---------------------- Board, Chief
William C. DeRusha Executive Officer,
and Director (Principal
Executive Officer)
/s/ Troy A. Peery, Jr. President, May 30, 1997
- -------------------------- Chief Operating
Troy A. Peery, Jr. Officer, and Director
/s/ Joseph R. Jenkins Executive Vice May 30, 1997
- -------------------------- President and
Joseph R. Jenkins Chief Financial
Officer (Principal
Financial Officer)
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/s/ William J. Dieter Senior Vice May 30, 1997
- --------------------- President,
William J. Dieter Accounting and
Chief Accounting
Officer (Principal
Accounting Officer)
/s/ Alexander Alexander Director May 30, 1997
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Alexander Alexander
/s/ Robert L. Burrus, Jr. Director May 30, 1997
- --------------------------
Robert L. Burrus, Jr.
/s/ Beverley E. Dalton Director May 30, 1997
- --------------------------
Beverley E. Dalton
/s/ Charles A. Davis Director May 30, 1997
- --------------------------
Charles A. Davis
/s/ Benjamin F. Edwards, III Director May 30, 1997
- ----------------------------
Benjamin F. Edwards, III
/s/ Alan G. Fleischer Director May 30, 1997
- ----------------------
Alan G. Fleischer
/s/ Nathaniel Krumbein Director May 30, 1997
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Nathaniel Krumbein
/s/ Hyman Meyers Director May 30, 1997
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Hyman Meyers
/s/ S. Sidney Meyers Director May 30, 1997
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S. Sidney Meyers
/s/ Lawrence N. Smith Director May 30, 1997
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Lawrence N. Smith
/s/ Eugene P. Trani Director May 30, 1997
- --------------------------
Eugene P. Trani
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Index to Exhibits
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Page
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(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 (No. 1-8484) 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 (No.
1-8484) are incorporated herein by this reference.
(c) Articles of Amendment to Registrant's Restated
Articles of Incorporation filed as Exhibit 3(c) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993 (No. 1-8484) are
incorporated herein by this reference.
(d) Articles of Amendment to Registrant's Restated
Articles of Incorporation filed as Exhibit 3(d) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1995 (No. 1-8484) are
incorporated herein by this reference.
(e) Registrant's Amended Bylaws filed as Exhibit 3(e)
to Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1997 (No. 1-8484) are
incorporated herein by this reference.
(5) Opinion of McGuire, Woods, Battle & Boothe L.L.P.
(23)(a) Consent of Deloitte & Touche L.L.P.
(b) Consent of McGuire, Woods, Battle & Boothe L.L.P.
(included in the opinion filed as Exhibit 5).
(24) Power of attorney (see signature page).
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(99)(a) Heilig-Meyers 1994 Stock Option Plan filed
as Exhibit A to Registrant's Proxy
Statement dated May 3, 1994 (No. 1-8484)
for its Annual Meeting of Stockholders
held on June 15, 1994 is incorporated
herein by this reference.
(b) Amendment dated as of February 7, 1996 to
the Heilig-Meyers 1994 Stock Option Plan.
(c) Amendment dated as of December 18, 1996 to
the Heilig-Meyers 1994 Stock Option Plan.
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EXHIBIT 5
[McGuire, Woods, Battle & Boothe, L.L.P. letterhead]
June 12, 1997
Heilig-Meyers Company
2235 Staples Mill Road
Richmond, Virginia 23230
Ladies and 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 1,000,000 additional shares of Common Stock
which have been reserved for issuance under the Plan. The Registration Statement
also covers 1,000,000 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 1,000,000 additional shares of Common
Stock which are authorized 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, L.L.P.
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Heilig-Meyers Company on Form S-8 of our report dated March 25,
1997, appearing in the Annual Report on Form 10-K of Heilig-Meyers Company and
subsidiaries for the year ended February 28, 1997.
DELOITTE & TOUCHE LLP
Richmond, Virginia
June 12, 1997
Exhibit 99(b)
AMENDMENT
TO THE HEILIG-MEYERS COMPANY
1994 STOCK OPTION PLAN
AMENDMENT, dated as of February 7, 1996 to the Heilig-Meyers Company
1994 Stock Option Plan, by Heilig-Meyers Company (the "Company").
The Company maintains the Heilig-Meyers Company 1994 Stock Option Plan,
effective as of February 8, 1994 (the "Plan"). The Company now wishes to amend
the Plan to make certain changes outlined below.
NOW, THEREFORE, the Plan is amended as follows:
I. Section 4 is amended in its entirety to read as follows:
4. Stock. Subject to Section 12 of the Plan, there shall be reserved
for issuance under the Plan an aggregate of 2,000,000 shares of Company Stock,
which shall be authorized, but unissued, shares. Shares that have not been
issued under the Heilig-Meyers Company 1990 Stock Option Plan (the "1990 Plan"),
or shares allocable to options or portions thereof that expire or otherwise
terminate unexercised under the Company's 1983 Stock Option Plan (the "1983
Plan"), the 1990 Plan or this Plan may be subjected to an Award under the Plan.
Shares allocable to Options or portions thereof granted under the Plan that
expire or otherwise terminate unexercised may again be subjected to an Award
under the Plan. The Committee is expressly authorized to make an Award to a
Participant conditioned upon the surrender for cancellation of an existing Award
or Option granted under this Plan, the 1983 Plan or the 1990 Plan; provided,
however, that the Committee is expressly prohibited from making such an Award if
such Award reduces the Option exercise price of Company Stock covered by the
existing Award or Option being surrendered. For purposes of determining the
number of shares that are available for Awards under the Plan, such number
shall, if permissible under Rule 16b-3, include the number of shares surrendered
by an optionee or retained by the Company in payment of federal and state income
tax withholding liabilities upon
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exercise of a Nonstatutory Stock Option or a Stock Appreciation Right.
II. The third sentence of Section 13(a) is amended in its entirety to
read as follows:
The Committee shall also have the power to amend the terms of
previously granted Awards so long as the terms as amended are consistent with
the terms of the Plan and, where applicable, consistent with the qualification
of the Option as an Incentive Stock Option; provided, however, that the
Committee shall not have the power to amend the terms of previously granted
Awards to reduce the Option exercise price of Company Stock covered by the
Award.
III. Except where otherwise stated, this Amendment shall be effective as
of February 7, 1996 subject to approval by the shareholders of the Company.
IV. In all respects not amended, the Plan is hereby ratified and
confirmed.
* * * * *
To record the adoption of this Amendment, as set forth above, the
Company has caused this document to be signed on this 25th day of September,
1996.
HEILIG-MEYERS COMPANY
By: /s/ William C. DeRusha
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William C. DeRusha
Exhibit 99(c)
AMENDMENT
TO HEILIG-MEYERS COMPANY
1994 STOCK OPTION PLAN
AMENDMENT, dated as of December 18, 1996 to the Heilig- Meyers Company
1994 Stock Option Plan, by Heilig-Meyers Company (the "Company").
The Company maintains the Heilig-Meyers Company 1994 Stock Option Plan,
effective as of February 8, 1994 (the "Plan"), as amended. The Company now
wishes to further amend the Plan to make certain changes outlined below:
NOW THEREFORE, the Plan is amended as follows:
I. The first sentence of Section 2(s) shall be amended to read as follows:
(s) "Rule 16a-12" and "Rule 16b-3" mean Rule 16a-12 and
Rule 16b-3 promulgated under the Securities Exchange
Act of 1934.
II. Section 2(w) shall be deleted.
III. In the last sentence of Section 4, the phrase ", if permissible under
Rule 16b-3," shall be deleted.
IV. Subsection 8(a)(i) shall be amended to read as follows:
(i) deliver shares of already owned Company Stock held
for at least six (6) months or cause to be withheld
from the Option shares of Company stock (in either
case valued at their Fair Market Value on the date of
exercise) in satisfaction of all or any part of the
exercise price,"
V. In Subsection 8(c)(i), after the words "already owned Company Stock"
shall be added the words "held for at least six (6) months".
VI. Section 9 is amended in its entirety to read as follows:
9. Transferability of Options and Stock Appreciation Rights.
Nonstatutory Stock Options and Stock Appreciation Rights shall
be transferable if and to the extent provided in the
Participant's stock option agreement. The Committee may in
its discretion provide in a stock option agreement (or amend
an existing agreement to provide) that Nonstatutory Stock
Options and Stock Appreciation Rights covered by the agreement
are transferable
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by the Participant by will, by the laws of descent and
distribution, and during the Participant's lifetime to the
Participant's spouse, children, stepchildren, and
grandchildren, including relationships arising from legal
adoption ("Immediate Family Members") or to trusts or
partnerships established for the exclusive benefit of the
Participant's Immediate Family Members. A stock option
agreement providing for INTER VIVOS transfer shall also
provide that INTER VIVOS transferees may not subsequently
transfer the Options or Stock Appreciation Rights except to
the Participant's Immediate Family Members and to family
entities within the Participant's original transferee
universe, and that the Options and Stock Appreciation Rights
shall continue to be subject to all the terms and conditions
applicable prior to the transfer. The Participant will be
deemed to receive compensation income and will remain subject
to withholding taxes upon exercise of an Option or Stock
Appreciation Right by any transferee.
VII. The introductory paragraph of Section 13 is amended in its entirety to
read as follows:
13. Administration of the Plan. The Plan shall be administered by
a committee (the "Committee"), which shall be appointed by the
Board of Directors and structured to meet the requirements of
Rule 16b-3 and of ss. 162(m) of the Code. The Committee shall
be the Compensation Committee of the Board, unless the Board
shall appoint another committee (or subcommittee) to
administer the Plan, in which case that other committee (or
subcommittee) shall be the Committee for the purposes of this
Plan. If and to the extent required by Rule 16b-3, all members
of the Committee shall be "Non-Employee Directors" as that
term is defined in Rule 16b-3. If any member fails to qualify
as a "Non-Employee Director" (to the extent required by Rule
16b-3), such person shall immediately cease to be a member of
the Committee and shall not take part in future Committee
deliberations. The Committee shall have general authority to
impose any limitation or condition upon an Award the Committee
deems appropriate to achieve the objectives of the Award and
the Plan and, in addition, and without limitation and in
addition to powers set forth elsewhere in the Plan, shall have
the following specific authority:
VIII. The phrase set forth in Section 13(a)(xii) shall be deleted,
and the numerals "(xiii)" and "(xiv)" in
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Section 13(a) shall be changed to "(xii)" and "(xiii)",
respectively.
IX. In all respects not amended, the Plan is hereby ratified and confirmed.
* * * * * *
To record the adoption of this Amendment, as set forth above, the
Company has caused this document to be signed on this 9th day of January, 1997.
HEILIG-MEYERS COMPANY
By: /s/ William C. DeRusha
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William C. DeRusha
