As filed with the Securities and Exchange Commission on July 14, 1998
Registration No. 333-______
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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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JACOBSON STORES INC.
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(Exact name of registrant as specified in its charter)
Michigan 38-0686330
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3333 Sargent Road, Jackson, Michigan 49201-8847
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
JACOBSON STOCK OPTION PLAN OF 1994
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(Full title of the plan)
PAUL W. GILBERT
Vice Chairman of the Board
Jacobson Stores Inc.
3333 Sargent Road
Jackson, Michigan 49201-8847
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(Name and address of agent for service)
(517) 764-6400
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
- ------------------- ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Shares (1) 500,000 shares 14.875 (2) $7,437,500 $2,194.06
<FN>
- ----------------------------------------------------------------------------------------------
(1) $1.00 par value per share (the "Common Shares").
(2) Calculated pursuant to Rule 457(h) solely for the purpose of computing
the registration fee and based on the average of the high and low
prices of the Common Shares, as quoted on The Nasdaq National Market,
on July 9, 1998.
</TABLE>
Page -1- of -12- Pages
Exhibit Index is on Pages -9- to -10-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement:
1. The Annual Report of Jacobson Stores Inc. (the "Registrant") on
Form 10-K for the fiscal year ended January 31, 1998 as filed with
the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. The Quarterly Report of the Registrant on Form 10-Q for the fiscal
quarter ended May 2, 1998 as filed with the Commission pursuant to
the Exchange Act.
3. All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended January 31, 1998.
4. The description of the Registrant's Common Shares contained in the
Registration Statement on Form 8-A, filed with the Commission on May
22, 1972, Commission File No. 0-6319, to register such Common Shares
under the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Articles of Incorporation ("Articles")
provide that to the fullest extent permitted by the Michigan Business
Corporation Act ("BCA"), as it exists or as it may hereafter be amended, no
director of the Registrant shall be personally liable to the Registrant or
its shareholders for monetary damages for any breach of the director's
fiduciary duty. Under the BCA, directors continue to have personal liability
for certain types of wrongful conduct.
-2-
<PAGE>
The Articles require the Registrant to indemnify each of its
directors and executive officers to the fullest extent now or hereafter
permitted by law in connection with any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding arising out of his
or her service to the Registrant or a subsidiary. The Articles also authorize
indemnification of persons other than directors and executive officers, as
determined by the Board of Directors. The Registrant maintains director and
officer liability insurance, and has entered into indemnification agreements
with each of its directors and officers. The indemnification agreements
provide for indemnification of the director or officer to the fullest extent
permitted by any present or future law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation, Jacobson Stores Inc., as
amended and restated May 25, 1989, incorporated by reference
to Exhibit 19(a) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 29, 1989.
4.2 Certificate of Designation, Preferences and Rights of
Preferred Stock of Jacobson Stores Inc., incorporated by
reference to Exhibit 3(a) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended October 29, 1988.
4.3 Bylaws, Jacobson Stores Inc., as amended November 20, 1997,
incorporated by reference to Exhibit 3(ii) to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 25, 1997.
4.4 Election under Section 780, Michigan Business Corporation
Act, incorporated by reference to Exhibit 28 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 27, 1984.
4.5 Rights Agreement dated as of October 4, 1988 between
Jacobson Stores Inc. and Manufacturers National Bank of
Detroit, as Rights Agent; Change of Rights Agent, effective
June 1, 1989; Change of Rights Agent, effective May 31,
1994, incorporated by reference to Exhibit I to Form 8-A and
Exhibit 4 to Form 8-K, filed October 7, 1988, and Exhibit I
to Amendment No. 1 to Form 8-A, filed May 16, 1989, and
Exhibit 1 to Amendment No. 2 to Form 8-A, filed June 9,
1994.
4.6 Jacobson Stock Option Plan of 1994, incorporated by
reference to Exhibit A to the Registrant's Proxy Statement
in connection with the Annual Meeting of Shareholders held
May 26, 1994.
-3-
<PAGE>
4.7 First Amendment to Jacobson Stock Option Plan of 1994,
incorporated by reference to Exhibit 10(m) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 27, 1996.
4.8 Second Amendment to Jacobson Stock Option Plan of 1994,
incorporated by reference to Exhibit 10(b) to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 26, 1997.
4.9 Third Amendment to Jacobson Stock Option Plan of 1994,
incorporated by reference to Exhibit A to the Registrant's
Proxy Statement in connection with the Annual Meeting of
Shareholders held May 28, 1998.
4.10 Form of Incentive Stock Option Agreement, incorporated by
reference to Exhibit 4(b) to the Registrant's Registration
Statement on Form S-8 (file no. 33-53469) filed May 5, 1994.
4.11 Form of Non-Statutory Employee Option Agreement,
incorporated by reference to Exhibit 4(c) to the
Registrant's Registration Statement on Form S-8 (file no.
33-53469) filed May 5, 1994.
4.12 Form of Director Option Agreement, incorporated by reference
to Exhibit 4(d) to the Registrant's Registration Statement
on Form S-8 (file no. 33-53469) filed May 5, 1994.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in
the opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 7 of this Registration
Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
-4-
<PAGE>
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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.
-5-
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
EXPERTS
The financial statements incorporated in this Registration Statement
and in the prospectus related to this Registration Statement by reference
from the Company's Annual Report on Form 10-K have been audited by Arthur
Andersen LLP, independent auditors, as stated in their report, which is
incorporated in this Registration Statement and such prospectus by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
-6-
<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 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 Jackson, State of Michigan, on July
14, 1998.
JACOBSON STORES INC.
By: /s/ P. Gerald Mills
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P. Gerald Mills, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of JACOBSON STORES INC., a Michigan corporation (the
"Company"), hereby constitutes and appoints P. Gerald Mills, Paul W. Gilbert
and Timothy J. Spalding, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, each with the power of
substitution for him in any and all capacities, with full power and authority
in said attorneys-in-fact and agents and in any one or more of them, to sign,
execute and affix his seal thereto and file the proposed registration
statement on Form S-8 to be filed by the Company under the Securities Act of
1933, as amended, which registration statement relates to the registration
and issuance of the Company's Common Shares, par value $1.00 a share,
pursuant to the Jacobson Stock Option Plan of 1994, and any of the documents
relating to such registration statement; any and all amendments to such
registration statement, including any amendment thereto changing the amount
of securities for which registration is being sought, and any post-effective
amendment, with all exhibits and any and all documents required to be filed
with respect thereto with any regulatory authority; granting unto said
attorneys, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.
-7-
<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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ P. Gerald Mills Chairman of the Board, President and July 14, 1998
- ------------------------------------ Chief Executive Officer, and Director
P. Gerald Mills (Principal Executive Officer)
/s/ Paul W. Gilbert Vice Chairman of the Board, and Director July 14, 1998
- ------------------------------------ (Principal Financial Officer)
Paul W. Gilbert
/s/ Timothy J. Spalding Vice President and Controller July 14, 1998
- ------------------------------------ (Principal Accounting Officer)
Timothy J. Spalding
/s/ Herbert S. Amster
- ------------------------------------ Director July 14, 1998
Herbert S. Amster
/s/ Herman S. Kohlmeyer, Jr. Director July 14, 1998
- ------------------------------------
Herman S. Kohlmeyer, Jr.
/s/ Kathleen McCree Lewis Director July 14, 1998
- ------------------------------------
Kathleen McCree Lewis
/s/ Michael T. Monahan Director July 14, 1998
- ------------------------------------
Michael T. Monahan
/s/ Philip H. Power Director July 14, 1998
- ------------------------------------
Philip H. Power
/s/ Mark K. Rosenfeld Director July 14, 1998
- ------------------------------------
Mark K. Rosenfeld
/s/ Richard Z. Rosenfeld Director July 14, 1998
- ------------------------------------
Richard Z. Rosenfeld
/s/ Robert L. Rosenfeld
- ------------------------------------ Director July 14, 1998
Robert L. Rosenfeld
/s/ James L. Wolohan Director July 14, 1998
- ------------------------------------
James L. Wolohan
-8-
<PAGE>
INDEX TO EXHIBITS
</TABLE>
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C> <C>
4.1 Restated Articles of Incorporation, Jacobson Stores Inc., as N/A
amended and restated May 25, 1989, incorporated by reference to
Exhibit 19(a) to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended April 29, 1989.
4.2 Certificate of Designation, Preferences and Rights of Preferred N/A
Stock of Jacobson Stores Inc., incorporated by reference to Exhibit
3(a) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended October 29, 1988.
4.3 Bylaws, Jacobson Stores Inc., as amended November 20, 1997, N/A
incorporated by reference to Exhibit. 3(ii) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended October 25,
1997.
4.4 Election under Section 780, Michigan Business Corporation Act, N/A
incorporated by reference to Exhibit 28 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended October 27,
1984.
4.5 Rights Agreement dated as of October 4, 1988 between Jacobson N/A
Stores Inc. and Manufacturers National Bank of Detroit, as Rights
Agent; Change of Rights Agent, effective June 1, 1989; Change of
Rights Agent, effective May 31, 1994, incorporated by reference to
Exhibit I to Form 8-A and Exhibit 4 to Form 8-K, filed October 7,
1988, and Exhibit I to Amendment No. 1 to Form 8-A, filed May 16,
1989, and Exhibit 1 to Amendment No. 2 to Form 8-A, filed June 9,
1994.
4.6 Jacobson Stock Option Plan of 1994, incorporated by reference to N/A
Exhibit A to the Registrant's Proxy Statement in connection with
the Annual Meeting of Shareholders held May 26, 1994.
4.7 First Amendment to Jacobson Stock Option Plan of 1994, incorporated N/A
by reference to Exhibit 10(m) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 27, 1996.
-9-
<PAGE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C> <C>
4.8 Second Amendment to Jacobson Stock Option Plan of 1994, N/A
incorporated by reference to Exhibit 10(b) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 26, 1997.
4.9 Third Amendment to Jacobson Stock Option Plan of 1994, incorporated N/A
by reference to Exhibit A to the Registrant's Proxy Statement in
connection with the Annual Meeting of Shareholders held May 28,
1998.
4.10 Form of Incentive Stock Option Agreement, incorporated by reference N/A
to Exhibit 4(b) to the Registrant's Registration Statement on Form
S-8 (file no. 33-53469) filed May 5, 1994.
4.11 Form of Non-Statutory Employee Option Agreement, incorporated by N/A
reference to Exhibit 4(c) to the Registrant's Registration
Statement on Form S-8 (file no. 33-53469) filed May 5, 1994.
4.12 Form of Director Option Agreement, incorporated by reference to N/A
Exhibit 4(d) to the Registrant's Registration Statement on Form S-8
(file no. 33-53469) filed May 5, 1994.
5.1 Opinion of Honigman Miller Schwartz and Cohn. -11-
23.1 Consent of Arthur Andersen LLP. -12-
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the -11-
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the Registrant -7-
contained on page -7- of this Registration Statement).
-10-
</TABLE>
EXHIBIT 5.1
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TELEPHONE: (313) 465.7000 LANSING, MICHIGAN
July 14, 1998
Jacobson Stores Inc.
3333 Sargent Road
Jackson, Michigan 49201-8847
Ladies and Gentlemen:
We have represented Jacobson Stores Inc., a Michigan corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), for registration under
the Securities Act of 1933, as amended (the "Securities Act"), of a maximum
of 500,000 of the Company's Common Shares, par value $1.00 per share (the
"Common Shares"), issued or to be issued pursuant to the Jacobson Stock
Option Plan of 1994 (the "Plan").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that (i) the Common Shares to be offered by
the Company under the Plan pursuant to the Registration Statement have been
duly authorized and, (ii) when issued and sold by the Company in accordance
with the Plan and the stock options exercised thereunder, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that
we come within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ Honigman Miller Schwartz and Cohn
HONIGMAN MILLER SCHWARTZ AND COHN
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 of our report dated March 6, 1998
included in Jacobson Stores Inc.'s Form 10-K for the year ended
January 31, 1998. It should be noted that we have not audited any financial
statements of the company subsequent to January 31, 1998 or performed any
audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Detroit, Michigan
July 14, 1998
