Registration No.
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
Delaware 22-1970303
- -------------------------------------------------------------------------------
(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)
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
401(k) PROFIT SHARING PLAN
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(Full title of the plan)
Paul C. Tang, Esq.
General Counsel
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)
Calculation of Registration Fee
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered Share (2) Price (2) Fee (2)
- -------------------------------------------------------------------------------
Common Stock 50,000 $18.85 $942,250 $285.53
par value $1.00
per share
- -------------------------------------------------------------------------------
[FN]
(1) This Registration Statement also relates to an indeterminate number of
additional shares of Common Stock that may be issuable as a result of stock
splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and Rule 457(c). The maximum aggregate offering
price is based on 50,000 shares available for issuance under the 401(k) Profit
Sharing Plan, multiplied by the average of the high and low sales prices of
such securities on the New York Stock Exchange on November 25, 1997.
Page 1 of 14<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference: (i) the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 28, 1997; (ii) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 28,
1997; and (iii) the description of the Registrant's Common Stock, par value
$1.00 per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A dated November 19, 1984 and the section
entitled "Description of Capital Stock" of the Company's prospectus dated
June 9, 1983 filed pursuant to Rule 424(b) of the Securities Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. See instructions to Item 4.
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 is an employee of the Registrant and may receive
securities under the Registrant's 401(k) Profit Sharing Plan registered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation requires the Registrant
to indemnify its directors and officers to the fullest extent permitted by
Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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Item 8. Exhibits Page No.
- ------- -------- --------
4 Burlington Coat Factory Warehouse Corporation 401(k)
Profit Sharing Plan (As Amended and Restated Effective
as of June 29, 1997) 1/
--
5 Opinion and Consent of Paul C. Tang, Esq. 8
24.1 Consent of Paul C. Tang, Esq. included in
Exhibit 5
24.2 Consent of Deloitte & Touche LLP 11
25 Power of Attorney 13
1/ Incorporated by reference to the exhibits filed with
-- the Company's Annual Report on Form 10-K for the year
ended June 28, 1997, file no. 1-8739.
ITEM 9. REQUIRED 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;
(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, Form S-8 or Form F-3
and the information required to be included in a post-effective amendment by
Page 3 of 14<PAGE>
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 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.
(b) The undersigned Registrant hereby undertakes that, for the 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 the time shall be deemed the initial bona fide offering thereof.
(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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the 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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Pursuant to the requirements of the Securities Act of 1933, the plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, hereunto authorized, in the City of Burlington, State of New
Jersey, on this 25th day of November, 1997.
Burlington Coat Factory Warehouse Corporation
401(k) Profit Sharing Plan
By: * By: *
------------------------------ ------------------------------
Henrietta Milstien, Trustee Monroe G. Milstein, Trustee
Burlington Coat Factory Burlington Coat Factory
Warehouse Corp. Warehouse Corp.
401(k) Profit Sharing Plan 401(k) Profit Sharing Plan
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 Burlington, State of New Jersey, on November 25,
1997.
Burlington Coat Factory Warehouse Corporation
(Registrant)
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.
Name Title
---- -----
*
- ------------------------ Chairman of the Board of Directors,
Monroe G. Milstein President and Chief Executive Officer
(principal executive officer)
*
- ------------------------ Vice President, Secretary and Director
Henrietta Milstein
*
- ------------------------ Vice President and Director
Andrew R. Milstein
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Name Title
---- -----
*
- ----------------------- 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: November 25, 1997
Page 6 of 14<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
4 Burlington Coat Factory Warehouse Corporation 401(k)
Profit Sharing Plan (As Amended and Restated Effective
as of June 29, 1997) 1/
5 Opinion and Consent of Paul C. Tang, Esq. 8
24.1 Consent of Paul C. Tang, Esq. included in
Exhibit 5
24.2 Consent of Deloitte & Touche LLP 11
25 Power of Attorney 13
1/ Incorporated by reference to the exhibits filed with the
Company's Annual Report on Form 10-K for the year ended
June 28, 1997, file no. 1-8739.
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EXHIBIT 5
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Page 8 of 14<PAGE>
November 25, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: Burlington Coat Factory Warehouse Corporation
401(k) Profit Sharing Plan
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 50,000 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 401(k) Profit Sharing Plan (the "Plan").
I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company, the Plan 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 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 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 being offered under the Plan, when issued in accordance
with and pursuant to the Plan, will be validly 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
PCT/jh
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EXHIBIT 24.2
------------
Page 10 of 14<PAGE>
INDEPENDENT AUDITORS 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 8, 1997, appearing in the Annual Report on Form 10-K
of Burlington Coat Factory Warehouse Corporation and subsidiaries for the year
ended June 28, 1997.
/s/ Deloitte & Touche
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
November 21, 1997
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EXHIBIT 25
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POWER OF ATTORNEY
Burlington Coat Factory Warehouse Corporation, a Delaware corporation
(the "Company"), Burlington Coat Factory Warehouse Corporation 401(k) Profit
Sharing Plan 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
capacitates to sign, execute and affix their respective seals thereto and file
any and all documents relating to the proposed registration of up to 50,000
(and such additional amounts as may be authorized by the Board of Directors of
the Company from time to time) shares of Common Stock, $1.00 par value per
share, that may be issued pursuant to purchases made under the Burlington Coat
Factory Warehouse Corporation 401(k) Profit Sharing Plan, including, without
limitation, 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.
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 6th
day of November, 1997.
BURLINGTON COAT FACTORY
WAREHOUSE CORPORATION
By: /s/ Monroe G. Milstein
-----------------------------------
Monroe G. Milstein, President
[CORPORATE SEAL]
Page 13 of 14<PAGE>
Attest
/s/ Henrietta Milstein
- ---------------------------------
Henrietta Milstein, Secretary
IN WITNESS WHEREOF, the following persons have executed this Power of
Attorney in their respective capacities set forth below as of the 6th day of
November, 1997.
/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/ Stephen E. Milstein
- --------------------------------- ---------------------------------
Andrew R. Milstein, Vice- Stephen E. Milstein, Vice-
President and Director President and Director
/s/ Mark A. Nesci /s/ Robert L. LaPenta, Jr.
- --------------------------------- ---------------------------------
Mark A. Nesci, Vice-President Robert L. LaPenta, Jr., Controller
and Director (Principal Accounting Officer)
/s/ Harvey Morgan /s/ Irving Drillings
- --------------------------------- ---------------------------------
Harvey Morgan, Director Irving Drillings, Director
IN WITNESS WHEREOF, the Burlington Coat Factory Warehouse Corporation
401(k) Profit Sharing Plan has duly caused this Power of Attorney to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Burlington, State of New Jersey, on the 20th day of November, 1997.
By: /s/ Henrietta Milstein By: /s/ Monroe G. Milstein
- --------------------------------- -------------------------------
Henrietta Milstein, Trustee Monroe G. Milstein, Trustee
Burlington Coat Factory Burlington Coat Factory
Warehouse Corp. Warehouse Corp.
401(k) Profit Sharing Plan 401(k) Profit Sharing Plan
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