Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
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(Exact name of issuer as specified in its charter)
Delaware 22-1970303
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1830 Route 130, Burlington, New Jersey 08016
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(Address of Principal Executive Offices) (Zip Code)
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
STOCK OPTION AGREEMENT DATED JUNE 8, 1995
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(Full title of the plan)
Monroe G. Milstein, President
Burlington Coat Factory Warehouse Corporation
1830 Route 130 Burlington, New Jersey 08016
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(Name and address of agent for service)
(609) 387-7800
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(Telephone number, including area code, of agent for service)
Copies of all communications to:
Paul C. Tang, Esq., General Counsel
Burlington Coat Factory Warehouse Corporation
1830 Route 130, Burlington, New Jersey 08016
Approximate date of proposed commencement of sales pursuant to the Stock
Option Agreement dated June 8, 1995: As soon as practicable after the
effective date of this Registration Statement and after July 27, 1995.
_____________________________________________________________________________
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered Share Price Fee
Common Stock, 6,000 $11.13 $66,780 $100.00
par value $1.00
per share
______________________________________________________________________________
Page 1<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents and all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 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 incorporated by reference
into this Registration Statement and to be a part hereof from the date of
filing of such documents:
(a) Registrant's Annual Report on Form 10-K for the
fiscal year ended July 2, 1994;
(b) (i) Registrant's Quarterly Report on Form 10-Q for
the quarter ended October 1, 1994;
(ii) Registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1994;
(iii) Registrant's Quarterly Report on Form 10-Q
for the quarter ended April 1, 1995;
(c) The description of the Registrant's Common Stock,
in Item 1 of the Company's Registration Statement
on Form 8-A dated November 19, 1984 under the
Securities Exchange Act of 1934, as amended, and
the section entitled "Description of Capital
Stock" of the Company's prospectus dated June 9,
1983, filed pursuant to Rule 424(b) under the
Securities Act of 1933 as amended (File No.
2-83369)
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the offering of the Common
Stock registered hereby have been passed upon by Paul C. Tang, Esq., General
Counsel of the Registrant. Mr. Tang does not have any interest in the Common
Stock registered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Article ninth of the
Company's Certificate of Incorporation contains provisions for the indemnifi-
cation of directors, officers and employees within the limitations
permitted by Section 145.
II - 1 Page 2<PAGE>
The Company carries a directors' and officers' liability insurance
policy which provides for payment of expenses of the Company's directors and
officers in connection with threatened, pending or completed actions, suits
or proceedings against them in their capacities as directors and officers, in
accordance with the Company's Certificate of Incorporation and the General
Corporation Law of Delaware.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5 Opinion and consent of Paul C. Tang, Esq.
23.1 Consent of Paul C. Tang, Esq. (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney
ITEM 9. REQUIRED UNDERTAKINGS
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;
(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 Registration Statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission 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.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed 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.
(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 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 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to 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 herein, and the offering of such
securities at that time shall be deemed 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 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 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Regis-
trant 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 Registra-
tion Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, State of New Jersey, on July 27, 1995.
Burlington Coat Factory Warehouse Corporation
*
By: _____________________
Monroe G. Milstein,
President
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.
Signatures Title
*
_____________________ Chairman of the Board of Directors, President
Monroe G. Milstein and Chief Executive Officer (Principal
Executive Officer)
*
_____________________ Vice President, Secretary and
Henrietta Milstein Director
*
_____________________ Vice President and Director
Andrew R. Milstein
*
_____________________ Vice President and Director
Stephen E. Milstein
*
_____________________ Vice President and Director
Mark A. Nesci
*
_____________________ Controller (Principal Accounting Officer)
Robert L. LaPenta, Jr.
*
_____________________ Director
Harvey Morgan
*
_____________________ Director
Irving Drillings
By: /s/ Paul C. Tang
_________________
Paul C. Tang
(Attorney-in-fact)
Date: July 27, 1995
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EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Paul C. Tang, Esq.
23.1 Consent of Paul C. Tang, Esq.
(included on Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney
Page 6<PAGE>
PAUL C. TANG
General Counsel
July 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Burlington Coat Factory Warehouse Corporation
Stock Option Agreement dated June 8, 1995
Ladies and Gentlemen:
I am General Counsel of Burlington Coat Factory Warehouse
Corporation (the "Company"), and I have represented the Company in connection
with the preparation of the Registration Statement on Form S-8 of the Company
relating to 6,000 shares of Common Stock, $1.00 par value per share (the
"Shares"), of the Company being registered for offer and sale pursuant to the
Burlington Coat Factory Warehouse Corporation Stock Option Agreement dated
June 8, 1995 (the "Agreement").
I have examined the Certificate of Incorporation, as amended, and
the By-Laws of the Company, the Agreement and such other corporate documents
and records as I have deemed necessary in order to render the opinion set
forth below.
Based upon the foregoing, and subject to the qualification that I
am admitted to the practice of law only in the State of New York and the
State of New Jersey and do not purport to be expert in the laws of any
jurisdiction other than the laws of the State of New York and the State of
New Jersey and the federal laws of the United States, I am of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The Shares delivered pursuant to the Agreement, when such
Shares have been delivered in accordance with and pursuant to the Agreement,
will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Paul C. Tang
Paul C. Tang,
General Counsel
\jb
Page 7<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of Burlington Coat Factory Warehouse Corporation and subsidiaries on Form S-8
of our report dated September 16, 1994 (September 29, 1994 as to Note Q),
appearing in the Annual Report on Form 10-K of Burlington Coat Factory
Warehouse Corporation and subsidiaries for the year ended July 2, 1994.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Philadelphia, Pennsylvania
July 21, 1995
Page 8<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
POWER OF ATTORNEY
Burlington Coat Factory Warehouse Corporation, a Delaware
corporation (the "Company"), and each of the undersigned officers and
directors of the Company, hereby constitute and appoint Monroe G. Milstein,
Henrietta Milstein and Paul C. Tang, jointly and severally, with full power
of substitution and revocation, their true and lawful attorneys-in-fact and
agents, for them and on their behalf and in their respective names, places
and steads, in any and all capacities to sign, execute and affix their
respective seals thereto and file any and all documents referred to below
relating to the proposed registration of up to 6,000 shares of Common stock,
$1.00 par value per share, that may be issued pursuant to the Stock Option
Agreement dated June 8, 1995: A registration statement under the Securities
Act of 1933, as amended, including any amendments thereto on behalf of the
Company, 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 they might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in counterparts.
[Continued on next page]
Page 9<PAGE>
IN WITNESS WHEREOF, Burlington Coat Factory Warehouse Corporation
has caused this Power of Attorney to be executed in its name by its President
and its corporate seal to be affixed and attested by its Secretary, and the
undersigned officers and directors have hereunto set their hand as of this
8th day of June, 1995.
BURLINGTON COAT FACTORY
WAREHOUSE CORPORATION
/s/ Monroe G. Milstein
[CORPORATE SEAL] By: _____________________________
Attest Monroe G. Milstein, President
/s/ Henrietta Milstein
_____________________________
Henrietta Milstein, Secretary
/s/ Monroe G. Milstein /s/ Henrietta Milstein
____________________________ _____________________________
Monroe G. Milstein, Chairman Henrietta Milstein, Vice
of the Board, President and President, Secretary and
Chief Executive Officer Director
(Principal Executive Officer)
/s/ Andrew R. Milstein /s/ Mark A. Nesci
____________________________ ______________________________
Andrew R. Milstein, Vice Mark A. Nesci, Vice President
President and Director and Director
/s/ Stephen E. Milstein /s/ Robert L. LaPenta, Jr.
____________________________ ______________________________
Stephen E. Milstein, Vice Robert L. LaPenta, Jr.,
President and Director Controller (Principal
Accounting Officer)
/s/ Harvey Morgan /s/ Irving Drillings
_____________________________ ______________________________
Harvey Morgan, Director Irving Drillings, Director
Page 10<PAGE>
