As filed with the Securities and Exchange Commission on January 10, 1997
Registration No. 2-53766
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
CVS CORPORATION f/k/a MELVILLE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 05-0494040
(State or Other Jurisdiction (IRS Employer Identification No.
of Incorporation or Organization)
1 CVS Drive, Woonsocket, Rhode Island 02895
(Address of Principal Executive Offices) (Zip Code)
Melville Corporation
1973 Stock Option Plan
(Full Title Of The Plan)
Zenon P. Lankowsky
1 CVS Drive, Woonsocket, Rhode Island 02895
(Name and Address Of Agent For Service)
(401) 765-1500
(Telephone Number, Including Area Code, Of Agent For Service)
_______
COPY TO:
DENNIS S. HERSCH
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS
Item 2. Registrant Information and Employee Plan Annual Information
The response set forth in Item 2 of the Form S-8 is hereby amended and
supplemented to include the following information:
This Amendment is filed pursuant to Rule 414 of the Securities Act of
1933 (the "Act") to notify the Commission that Melville Corporation
("Melville"), a New York corporation, has been reincorporated from New York to
Delaware by forming a new Delaware corporation named CVS Corporation ("CVS")
and merging a subsidiary of CVS with and into Melville with Melville being the
surviving corporation in the merger and being renamed CVS New York, Inc., a
New York corporation. As a result of the merger, CVS New York, Inc. is a
wholly-owned direct subsidiary of CVS.
In accordance with paragraph (d) of Rule 414 of the Act, CVS expressly
adopts this registration statement filed on Form S-8 by Melville as its own
registration statement for all purposes of the Act and the Securities Exchange
Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all 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 Woonsocket, State of Rhode Island, on the 10th
day of January, 1997.
CVS CORPORATION
By: /s/ Charles Conaway
---------------------------------
Name: Charles Conaway
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stanley P. Goldstein Chairman of the January 10, 1997
- ----------------------------
Stanley P. Goldstein Board of Directors
and Chief Executive
Officer
/s/ Thomas Ryan Vice Chairman of the January 10, 1997
- ----------------------------
Thomas Ryan Board of Directors,
Chief Operating
Officer
/s/ Charles Conaway Chief Financial January 10, 1997
- ----------------------------
Charles Conaway Officer
/s/ Allan Bloostein Director January 10, 1997
- ----------------------------
Allan Bloostein
/s/ W. Don Cornwell Director January 10, 1997
- ----------------------------
W. Don Cornwell
/s/ Thomas Gerrity Director January 10, 1997
- ----------------------------
Thomas Gerrity
/s/ Michael Jordan Director January 10, 1997
- ----------------------------
Michael Jordan
/s/ William Joyce Director January 10, 1997
- ----------------------------
William Joyce
