<PAGE> 1
Registration No. 33--
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
KMART CORPORATION
(Exact number of issuer as specified in its charter)
Michigan 38-0729500
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3100 West Big Beaver Road, Troy, Michigan 48084
(Address of Principal Executive Offices) (Zip Code)
Conaway Stock Grants
(Full title of the plans)
N.W. LaDuke
Vice President and Secretary
Kmart Corporation
3100 West Big Beaver Road
Troy, Michigan 48084
(Name and Address of agent for service)
Telephone number, including area code, of agent of service:
248-643-1792
Copies of Communications to:
Verne C. Hampton II
Dickinson Wright PLLC
500 Woodward, Suite 4000
Detroit, Michigan 48226
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed
Title of Securities Amount to be Offering Price Per Maximum Aggregate Amount of
to be Registered Registered Share* Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock ($1 par
value)...... 5,770,000 sh $6.94 $40,043,800 $10,572
</TABLE>
*Based upon the market price on September 1, 2000
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ITEM 3.
Kmart Corporation (the "Company") hereby incorporates by reference in this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year ended January
26, 2000.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 26, 2000 and July 26, 2000.
3. The description of the Common Stock, $1.00 par value, of the Company
set forth in the Prospectus of the Company dated June 6, 1996 which was part of
Amendment No. 1 to Registration Statement No. 33-64905.
All documents subsequently filed with the Commission by the Company 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 hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be a part hereof from the
dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws and the Michigan Business Corporation Act permit the
Company's officers and directors to be indemnified under certain circumstances
for expenses and in some instances, for judgments, fines or amounts paid in
settlement of civil, criminal, administrative and investigative suits or
proceedings, including those involving alleged violations of the Securities Act
of 1933, as amended (the "Act"). In addition, the Company maintains directors'
and officers' liability insurance which, under certain circumstances, would
cover alleged violation of the Act. Insofar as indemnification for liabilities
arising under the Act may be permitted to officers and directors pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. Therefore in
the event that a claim for such indemnification is asserted by any officer or
director, the Company (except insofar as such claim seeks reimbursement by the
Company of the expenses paid or incurred by an officer or director in the
successful defense of any action, suit or proceeding) will, unless the matter
has heretofore been adjudicated by precedent deemed by the Company to be
controlling, submit to a court of appropriate jurisdiction the question of
whether or not the indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
5 Opinion and consent of Dickinson Wright PLLC
24 Consent of PricewaterhouseCoopers LLP
28(a) Conaway Stock Option Grant Notice
28(b) Conaway Stock Option Grant Notice
28(c) Conaway Stock Grant Notice
28(d) Conaway Stock Grant Notice
28(e) Conaway Restricted Stock Grant Notice
28(f) Conaway Retention Bonus Stock Grant Notice
</TABLE>
ITEM 9. UNDERTAKINGS
The undersigned Company 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; (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; (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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
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
purposes 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.
The undersigned Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company, 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 Company 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 of whether or not such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 4
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 for amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Troy and State of Michigan on
September 5, 2000.
KMART CORPORATION
By /s/ Charles C. Conaway
-----------------------------------------
(Charles C. Conaway)
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities indicated on September 5, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE SIGNATURE TITLE
<S> <C> <C> <C>
Chairman of the Board
/s/ Charles C. Conaway and Chief Executive Officer /s/ Willie D. Davis Director
------------------------------------ (Principal Executive Officer) -----------------------------------
(Charles C. Conaway) and Director (Willie D. Davis)
/s/ Martin E. Welch III Senior Vice President and Chief /s/ Joseph P. Flannery Director
------------------------------------ Financial Officer -----------------------------------
(Martin E. Welch III) (Principal Financial Officer) (Joseph P. Flannery)
/s/ Matthew F. Hilzinger Vice President, Controller /s/ Robert D. Kennedy Director
------------------------------------ (Principal -----------------------------------
(Matthew F. Hilzinger) Accounting Officer) (Robert D. Kennedy)
/s/ James B. Adamson Director /s/ J. Richard Munro Director
------------------------------------ -----------------------------------
(James B. Adamson) (J. Richard Munro)
/s/ Lilyan H. Affinito Director /s/ Robin B. Smith Director
------------------------------------ -----------------------------------
(Lilyan H. Affinito) (Robin B. Smith)
/s/ Stephen F. Bollenbach Director /s/ Thomas T. Stallkamp Director
------------------------------------ -----------------------------------
(Stephen F. Bollenbach) (Thomas T. Stallkamp)
/s/ James O. Welch, Jr. Director
------------------------------------ -----------------------------------
(Joseph A. Califano, Jr.) Director (James O. Welch, Jr.)
------------------------------------
(Richard G. Cline) Director
</TABLE>
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
5 Opinion and consent of Dickinson Wright PLLC
24 Consent of PricewaterhouseCoopers LLP
28(a) Conaway Stock Option Grant Notice
28(b) Conaway Stock Option Grant Notice
28(c) Conaway Stock Grant Notice
28(d) Conaway Stock Grant Notice
28(e) Conaway Restricted Stock Grant Notice
28(f) Conaway Retention Bonus Stock Grant Notice
</TABLE>
