As filed with the Securities and Exchange Commission on November 12, 1996
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
--------------------
Stage Stores, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 76-0407711
(State of or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
</TABLE>
10201 Main Street
Houston, Texas 77025
(Address of Principal Executive Offices) (zip code)
--------------------
Stage Stores, Inc. 1996 Equity Incentive Plan
Stage Stores, Inc. Third Amended and Restated Stock Option Plan
(Full title of plans)
--------------------
Mr. Carl Tooker
President and
Chief Executive Officer
Foster Plaza 7
10201 Main Street
Houston, Texas 77025
(Name and address of agent for service)
(713) 667-5601
(Telephone number, including area code, of agent for service)
Copy to:
Lance C. Balk
Kirkland & Ellis
Citicorp Center
153 East 53rd Street
New York, New York 10022-4675
Calculation of Registration Fee
<TABLE>
<CAPTION>
===================================================================================================================
<S> <C> <C> <C> <C>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered(1) price per share(2) aggregate offering Registration Fee
price(2)
- -------------------------------------------------------------------------------------------------------------------
Common Stock, par 1,500,000(3) $19 $28,500,000 $ 8,906
value $.01 per share 1,521,922(4) 28,916,518 9,036
- ------------------------ --------------------- -------------------- --------------------------- -------------------
Total 3,021,922 $19 $57,416,518 $17,943
===================================================================================================================
</TABLE>
(1) An additional indeterminable number of shares are also being registered
to cover any adjustments required by anti-dilution provisions in the number
of shares issuable upon the exercise of options granted under the Company's
option plans.
(2) Estimated solely for purposes of calculating the
Registration Fee based, pursuant to Rules 457(c) and 457(h)(1) under the
Securities Act, on the average of the high and low prices of the Common
Stock on the Nasdaq Stock Market's National Market as of November 6, 1996.
(3) Shares reserved for issuance under the 1996 Equity Incentive Plan.
(4) Shares issued or reserved for issuance under the Third Amended and
Restated Stock Option Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of certain documents by reference.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a)(1) Stage Stores, Inc.'s, formerly Apparel Retailers, Inc., (the
"Registrant") Annual Report on Form 10-K for the fiscal year ended February 3,
1996;
(a)(2) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended May 4, 1996 and August 3, 1996;
(a)(3) The Registrant's Registration Statement on Form S-1 (the "Form
S-1") originally filed on June 12, 1996 (File No. 333-5855), as amended.
(b) The Registrant's Current Report on Form 8-K dated May 9, 1996 as filed
May 14, 1996.
(c) The description of the Registrant's Common Stock contained in the Form
S-1 under the caption "Description of Capital Stock."
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but 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 by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification of, and certain expense advancements to, directors, employees
and agents of corporations under certain conditions and subject to certain
limitations. ARTICLE IX of the Amended and Restated Certificate of Incorporation
(the "Certificate") of the Registrant provides that the personal liability of
the directors of the Registrant is eliminated to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as the same may be amended
or supplemented.
ARTICLE IX of the Certificate provides as follows:
Section A. Limitation of Liability.
(a) To the fullest extent permitted by the Delaware General Corporation
Law as it now exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than permitted prior thereto), and except
as otherwise provided in the Corporation's by-laws, no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages arising from a breach of fiduciary duty owed to the Corporation or its
stockholders.
(b) Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
Section B. Right to Indemnification. Each person who was or is made party
or is threatened to be made a part to or is otherwise involved (including
involvement as a witness) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter, an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other capacity
while serving as a director or officer, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide for broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in Section C of this ARTICLE IX with respect to proceedings
to enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the board
of directors of the Corporation. The right to indemnification conferred in this
Section B of ARTICLE IX shall be a contract right and shall include the
obligation of the Corporation to pay the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an "advance of
expenses"); provided, however, that, if and to the extent that the Delaware
General Corporation Law requires, an advance
2
<PAGE>
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section B or otherwise. The Corporation may, by action of
its board of directors, provide indemnification to employees and agents of the
Corporation with the same or lesser scope and effect as the foregoing
indemnification of directors and officer.
Section C. Procedure for Indemnification. Any indemnification of a director
or officer of the Corporation or advance of expenses under Section B of this
ARTICLE IX shall be made promptly, and in any event within forty-five days (or,
in the case of an advance of expenses, twenty days) upon the written request of
the director or officer. If a determination by the Corporation that the director
or officer is entitled to indemnification pursuant to this ARTICLE IX is
required, and the Corporation fails to respond within sixty days to a written
request for indemnity, the Corporation shall be deemed to have approved the
request. If the Corporation denies a written request for indemnification or
advance of expenses, in whole or in part, or if payment in full pursuant to such
request is not made within forty-five days (or, in the case of an advance of
expenses, twenty days), the right to indemnification or advances as granted by
this ARTICLE IX shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of expenses where the undertaking required pursuant to
Section B of this ARTICLE IX, if any, has been tendered to the Corporation) that
the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of such defense shall be on the
Corporation. Neither the failure of the Corporation (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. The procedure for indemnification of other employees and agents for
whom indemnification is provided pursuant to Section B of this ARTICLE IX shall
be the same procedure set forth in this Section C for directors or officers,
unless otherwise set forth in the action of the board of directors providing for
indemnification for such employee or agent.
Section D. Insurance. The Corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss asserted against him or her and incurred by him or her in any
such capacity, whether or not the Corporation would have the power to indemnify
such person against such expenses, liability or loss under the Delaware General
Corporation Law.
3
<PAGE>
Section E. Service for Subsidiaries. Any person serving as a director,
officer, employee or agent of another Corporation, partnership, limited
liability company, joint venture or other enterprise, at least 50% of whose
equity interests are owned by the Corporation (hereinafter a "subsidiary" for
this ARTICLE IX) shall be conclusively presumed to be serving in such capacity
at the request of the Corporation.
Section F. Reliance. Persons who after the date of the adoption of this
provision become or remain directors or officers of the Corporation or who,
while a director or officer of the Corporation, become or remain a director,
officer, employee or agent of a subsidiary, shall be conclusively presumed to
have relied on the rights to indemnity, advance of expenses and other rights
contained in this ARTICLE IX in entering into or continuing such service. The
rights to indemnification and to the advance of expenses conferred in this
ARTICLE IX shall apply to claims made against an indemnitee arising out of acts
or omissions which occurred or occur both prior and subsequent to the adoption
hereof.
Section G. Non-Exclusivity of Rights. The rights to indemnification and to
the advance of expenses conferred in this ARTICLE IX shall not be exclusive of
any other right which any person may have or hereafter acquire under this
Restated Certificate of Incorporation or under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
Section H. Merger or Consolidation. For purposes of this ARTICLE IX,
references to "the Corporation" shall include any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this ARTICLE IX with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with 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;
4
<PAGE>
(i) 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;
(2) That, for the purpose of determining any liability under
the Securities Act, 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 further undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as the indemnification for liabilities arising under the
Securities Act 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 express 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on this 12th day of
November, 1996.
STAGE STORES, INC.
By: /s/ Carl Tooker
-------------------------------------
Carl Tooker
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Carl Tooker and James Marcum his
true and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent, full power and
authority to do and perform such, each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bernard Fuchs Director and Chairman November 12, 1996
- -----------------
Bernard Fuchs
/s/ Carl Tooker President, Chief Executive Officer and Director (Principal November 12, 1996
- ----------------- Executive Officer)
Carl Tooker
/s/ James Marcum Executive Vice President and Chief Financial Officer November 12, 1996
- ----------------- (Principal Financial and Accounting Officer)
James Marcum
/s/ Adam Kirsch Director November 12, 1996
- -----------------
Adam Kirsch
/s/ Joshua Bekenstein Director November 12, 1996
- ---------------------
Joshua Bekenstein
/s/ Peter Mulvihill Director November 12, 1996
- ---------------------
Peter Mulvihill
/s/ Lasker Meyer Director November 12, 1996
- ---------------------
Lasker Meyer
/s/ Carl Tooker Attorney-in-Fact November 12, 1996
- ---------------------
Carl Tooker
/s/ James Marcum Attorney-in-Fact November 12, 1996
- ---------------------
James Marcum
</TABLE>
I-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant, as amended to date.
Incorporated by reference to Exhibit 3.3 to the Form S-1.
4.2 By-laws of Registrant, as amended to date. Incorporated by reference to Exhibit 3.4
to the Form S-1 (File No. 333-5855).
5.1 Opinion and consent of Kirkland & Ellis, special counsel to the Registrant.
10.1 Stage Stores, Inc. 1996 Equity Incentive Plan. Incorporated by reference to Exhibit
10.29 to the Form S-1 (File No. 333-5855).
10.2 Stage Stores, Inc. Third Amended and Restated Stock Option Plan. Incorporated by
reference to Exhibit 10.13 to the Form S-1 (File No. 333-5855).
15 Not Applicable.
23.1 Consent of Price Waterhouse LLP.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page).
28 Not Applicable.
99 Not Applicable.
</TABLE>
I-2
EXHIBIT 5.1
November 12, 1996
Stage Stores, Inc.
10201 Main Street
Houston, Texas 77025
Re: Shares of Common Stock, $.01 par value
Ladies and Gentlemen:
We are acting as counsel to Stage Stores, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") pertaining to the registration of a proposed offering
of up to 3,106,640 shares of the Company's Common Stock, $.01 par value per
share (the "Common Stock") pursuant to the Company's 1996 Equity Incentive Plan
and Third Amended and Restated Stock Option Plan.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as
we have deemed necessary for the purposes of this opinion, including the
following: (i) Amended and Restated Certificate of Incorporation and the Bylaws
of the Company, each as amended to the date hereof; and (ii) certain resolutions
adopted by the Board of Directors of the Company. In addition, we have made such
other and further investigations as we have deemed necessary to enable us to
express the opinions hereinafter set forth.
Based upon the foregoing and having regard to legal considerations that we
deem relevant, and subject to the comments and qualifications set forth below,
it is our opinion that the Common Stock has been duly authorized.
For purposes of this opinion, we have with your permission made the
following assumptions, in each case without independent verification: (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted to us as copies, (iii) the
authenticity of the originals of all documents submitted to us as copies, (iv)
the genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, (v) the authority of such persons signing
all documents on behalf of the parties thereto and (vi) the due authorization,
execution and delivery of all documents by the parties thereto.
I-3
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations promulgated thereunder.
We do not find it necessary for purposes of this opinion to cover, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the offering and sale of the Common
Stock.
This opinion shall be limited to the laws of the State of Delaware.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
KIRKLAND & ELLIS
I-4
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 15, 1996 appearing
on page F-1 of Stage Stores, Inc. (formerly Apparel Retailers, Inc.) Annual
Report on Form 10-K for the year ended February 3, 1996. We also consent to the
application of such report to the Financial Statement Schedules for the period
and two years ended February 3, 1996, which appear on pages S-1 through S-5 of
such Annual Report on Form 10-K when such schedules are read in conjunction with
the financial statements referred to in our report. The audits referred to in
such report also included these schedules. We also consent to the incorporation
by reference of our report dated March 15, 1996, which appears on page F-8 of
Amendment No. 4 to Registration Statement (No. 333-5855) on Form S-1 dated
October 24, 1996.
PRICE WATERHOUSE LLP
Houston, Texas
November 11, 1996
I-5
