<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1998
REGISTRATION NO. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------
LOT$OFF CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-2640559
(State or other jurisdiction of (I.R.S. employer identification)
incorporation or organization)
</TABLE>
8750 TESORO DRIVE
SAN ANTONIO, TEXAS 78217
(Address, including zip code, of principal executive offices)
--------------
STOCK OPTION PLAN
OF
LOT$OFF CORPORATION
(Full title of the Plan)
--------------
CHARLES J. FUHRMANN II, PRESIDENT AND CHIEF EXECUTIVE OFFICER
8750 TESORO DRIVE
SAN ANTONIO, TEXAS 78217
(210) 805-9300
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value. . . . 669,300 shares (1) $ 1.68 $ 1,124,424 $331.71
- --------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value. . . . 130,700 shares (2) $ 3.8125 (3) $ 498,294 (3) $147.00
==============================================================================================================
</TABLE>
(1) Issuable upon exercise of options previously granted under the Stock
Option Plan of LOT$OFF CORPORATION.
(2) Issuable upon exercise of options available to be granted under the
Stock Option Plan of LOT$OFF CORPORATION.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The offering price and registration fee are
computed on the basis of the average of the bid and asked prices as of
December 29, 1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended May 2, 1997, August 31, 1997 (as amended on Form
10-Q/A filed September 19, 1997 and Form 10-Q/A2 filed December
9, 1997), and October 31, 1997;
(c) The description of the Registrant's Common Stock, par value
$0.01 per share (the "Common Stock"), contained in the
Registration Statement on Form 8-A of the Registrant filed
December 31, 1984.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and l5(d) of the Securities Exchange Act of 1934,
prior to the fling of a post-effective amendment to this Registration Statement
that indicates that all Common Stock to which this Registration Statement
relates has been sold or that deregisters all Common Stock to which this
Registration Statement relates then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to provisions of the Delaware General Corporation Law
("DGCL"), the Restated Certificate of Incorporation of Registrant (the
"Company") includes a provision which eliminates the personal liability of its
directors to the Company and its stockholders for monetary damage to the
fullest extent permissible under Delaware law. This provision does not
eliminate liability (a) for any breach of a director's duty of loyalty to the
Company or its stockholders; (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) in
connection with payment of any illegal dividend or an illegal stock repurchase;
or (d) for any transaction from which the director derives an improper personal
benefit. Further, this provision has no effect on claims arising under federal
or state securities laws and does not affect the availability of injunctions
and other equitable remedies available to the Company's stockholders for any
violation of a director's fiduciary duty to the Company or its stockholders.
Section 145 of DGCL authorizes a corporation to indemnify any person
("indemnitee") who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) because such person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation in a similar position with another
corporation or entity, against expenses (including attorneys' fees) judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
II-1
<PAGE> 3
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. With
respect to actions or suits by or in the right of the corporation, however, an
indemnitee who acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation is generally limited
to attorneys' fees and other expenses, and no indemnification shall be made if
such person is adjudged liable to the corporation unless and only to the extent
that a court of competent jurisdiction determines that indemnification is
appropriate. Section 145 further provides that any indemnification shall be
made by the corporation only as authorized in each specific case upon a
determination by the (i) board of directors by a majority vote of directors who
were not parties to such action, suit or proceeding even though less than a
quorum, (ii) independent counsel if there are no such disinterested directors
or if such directors so direct, or (iii) stockholders, that indemnification of
the indemnitee is proper because he has met the applicable standard of conduct.
Section 145 provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
The Company's Restated Certificate of Incorporation and Second Amended
and Restated Bylaws require the Company to indemnify its officers, directors
and employees to the fullest extent permitted by Delaware law. Furthermore,
the Second Amended and Restated Bylaws also require the Company to indemnify the
agents of the Company to the fullest extent permitted by Delaware law.
An insurance policy obtained by the Company provides for
indemnification of officers and directors of the Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No Description of Exhibit
- ---------- ----------------------
<S> <C>
4.1 Form of Common Stock certificate of the Registrant (filed herewith).
4.2 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.2 to the Registrant's Form S-1 Registration Statement No.
333-25061, filed June 11, 1997).
4.3 Second Amended and Restated Bylaws (incorporated by reference to
Exhibit 3 to the Registrant's Form 8-K, filed December 9, 1997).
4.4 Stock Option Plan of LOT$OFF CORPORATION (incorporated by reference to
Exhibit 10.1 to the Registrant's Form S-1 Registration Statement No.
333-25061, filed June 11, 1997).
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P (filed herewith).
5.2 Opinion of Sheinfeld, Maley & Kay, P.C. (filed herewith).
23 Consent of Deloitte & Touche LLP (filed herewith).
24 Power of Attorney (included on signature page of this Registration
Statement).
</TABLE>
- -----------------
II-2
<PAGE> 4
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:
( 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 percent 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)(l)(i) and
(a)(l)(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 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 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 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 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.
(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 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 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.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Antonio, State of Texas on December 18,
1997.
LOT$OFF CORPORATION
By: /s/ CHARLES J. FUHRMANN II
---------------------------------
Charles J. Fuhrmann II
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Charles J. Fuhrmann II and Jeff Seidel, and each of them, each with full power
to act without the other, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement (including post-effective amendments), and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person hereby ratifying and confirming that each of said attorneys-in-fact and
agents or his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
CHARLES J. FUHRMANN II President, Chief Executive Officer and December 18, 1997
- -------------------------------
Charles J. Fuhrmann II Director (Principal Executive Officer)
JEFF SEIDEL Vice President, Chief Financial Officer, December 18, 1997
- -------------------------------
Jeff Seidel Secretary and Treasurer (Principal
Accounting and Financial Officer)
SHERYLE J. BOLTON Director December 8, 1997
- -------------------------------
Sheryle J. Bolton
CECIL SCHENKER Director December 18, 1997
- -------------------------------
Cecil Schenker
WILLIAM B. SNOW Director December 9, 1997
- -------------------------------
William B. Snow
M. DAVID WHITE Director December 9, 1997
- -------------------------------
M. David White
</TABLE>
<PAGE> 6
EXHIBITS
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No Description of Exhibit
- ---------- ----------------------
<S> <C>
4.1 Form of Common Stock certificate of the Registrant (filed herewith).
4.2 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant's Form S-1
Registration Statement No. 333-25061, filed June 11, 1997).
4.3 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3 to the Registrant's Form 8-K, filed
December 9, 1997).
4.4 Stock Option Plan of LOT$OFF CORPORATION (incorporated by reference to Exhibit 10.1 to the Registrant's Form S-1
Registration Statement No. 333-25061, filed June 11, 1997).
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P (filed herewith).
5.2 Opinion of Sheinfeld, Maley & Kay, P.C. (filed herewith).
23 Consent of Deloitte & Touche LLP (filed herewith).
24 Power of Attorney (included on signature page of this Registration Statement).
</TABLE>
_____________________
<PAGE> 1
EXHIBIT 4.1
NUMBER SHARES
LEC
COMMON STOCK
LOT$OFF CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 545674 10 3
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
[SPECIMEN]
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF $.01 PER SHARE, OF
COMMON STOCK OF
LOT$OFF CORPORATION
transferred on the books of the Corporation by the holder hereof in person or by
duly authorized attorney upon surrender of this Certificate properly endorsed or
accompanied by a proper assignment. This Certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and facsimile signatures
of its duly authorized officers.
Dated:
[LOT$OFF CORPORATION CORPORATE SEAL]
[SPECIMEN] COUNTERSIGNED AND REGISTERED.
PRESIDENT CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(Jersey City, NJ)
TRANSFER AGENT
AND REGISTRAR
BY
[SPECIMEN]
SECRETARY AUTHORIZED SIGNATURE
<PAGE> 1
EXHIBIT 5.1
AKIN,GUMP,STRAUSS,HAUER & FELD,L.L.P.
1500 NATIONSBANK PLAZA
300 CONVENT STREET
SAN ANTONIO, TEXAS 78205
(210)270-0800
January 6, 1998
LOT$OFF CORPORATION
8750 Tesoro Drive
San Antonio, Texas 78217
Gentlemen:
We have acted as counsel to LOT$OFF CORPORATION (the "Company") in
connection with the preparation for filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to 800,000 shares of the Company's Common Stock, $0.01 par
value, (the "Common Stock") issuable upon exercise of options granted or to be
granted under the Stock Option Plan of LOT$OFF CORPORATION (the "Plan"). The
shares to be issued upon exercise of such options are herein collectively
referred to as the "Option Shares."
We have examined such corporate records, documents, instruments and
certificates of the Company, have received such representations from the
officers and directors of the Company, and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
We have further assumed that:
(i) all applicable state securities laws will have been
complied with in connection with each option
exercise;
(ii) at the time of issuance of the shares of Common Stock
issuable upon exercise of options granted or to be
granted under the Plan, the Company will have
sufficient authorized and unissued shares of Common
Stock available for issuance;
(iii) the options granted and to be granted under the Plan
will be exercised in accordance with the terms of the
Plan, the governing option agreements and any other
applicable agreements and documents;
(iv) the shares of Common Stock issued upon exercise of
options granted and to be granted under the Plan will
be evidenced by appropriate certificates properly
executed and delivered;
(v) the options granted and to be granted under the Plan
(and the related option agreements and any other
governing agreements) will be duly authorized and
will constitute the valid and binding obligations of
the Company, enforceable in accordance with their
respective terms, and will be entitled to the
benefits provided by the Plan;
(vi) all options granted under the Plan will be granted at
an exercise price per share in excess of the $.01 par
value per share of the Common Stock; and
<PAGE> 2
LOT$OFF CORPORATION
January 6, 1998
Page 2
- -----------------------------
(vii) the Plan was duly adopted in accordance with
applicable law and all options granted or to be
granted thereunder were or will be granted in
accordance with the terms of the Plan.
We have further relied upon an opinion rendered by Sheinfeld, Maley &
Kay, P.C., bankruptcy counsel to the Company, which opinion has been filed as
an exhibit to the Registration Statement. Such opinion addresses matters
pertaining to Section 303 of the Delaware General Corporation Law (the
"Delaware Statute"). If complied with, the Delaware Statute permits certain
corporate actions to be taken in connection with a plan of reorganization,
without Board of Director or stockholder approval, including, as applicable to
the opinions expressed herein, actions to increase authorized shares, to amend
and restate a certificate of incorporation and to reconstitute a board of
directors. In conclusion, we have assumed for purposes of the opinions
expressed herein, in reliance upon the above referenced opinion of bankruptcy
counsel, that no approval of the Company's Board of Directors or stockholders
was required to (i) increase the authorized shares of the Company, (ii) amend
and restate the Company's Certificate of Incorporation, and (iii) reconstitute
the Company's Board of Directors, and that the effectuation of all of the
foregoing matters was properly authorized by the order confirming the Company's
Joint Plan of Reorganization as Amended and Modified (the "Reorganization
Plan") entered by the United States Bankruptcy Court for the Western District
of Texas. We have further assumed that the Company's Reorganization Plan has
been confirmed in accordance with applicable law and is enforceable in
accordance with its terms, and that the Delaware Statute is available to the
Company for the purposes stated therein.
Based upon the foregoing, we are of the opinion that the Option Shares
will, if, as, and when the options granted pursuant to the Plan are exercised,
and upon issuance and delivery of the Option Shares against payment therefor in
the manner contemplated by the Plan and the related governing option
agreements, be validly issued, fully paid and nonassessable shares of Common
Stock of the Company.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP. STRAUSS, HAUER & FELD, L.L.P.
<PAGE> 1
EXHIBIT 5.2
[LETTERHEAD OF SHEINFELD, MALEY & KAY, P.C.]
January 6, 1998
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1500 NationsBank Plaza
300 Convent Street
San Antonio, Texas 78205
Gentlemen:
We have acted as bankruptcy counsel for LOT$OFF Corporation (formerly
50-OFF Stores, Inc.), a Delaware corporation (the "Company"), as the debtor in
proceedings under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C.
Section 101 et seq., in the United States Bankruptcy Court for the Western
District of Texas, San Antonio Division (the "Bankruptcy Court"), and in
connection with the confirmation of the Company's Joint Plan of Reorganization,
as Amended and Modified, by the Bankruptcy Court ("Plan of Reorganization"). As
bankruptcy counsel, our opinion has been requested for purposes of your reliance
when you provide opinions in connection with future corporate, securities, or
lending transactions effected by the Company.
We have examined such of the Company's records, including the Plan of
Reorganization, the Order Confirming Debtor's Joint Plan of Reorganization as
Amended and Modified and the related Findings of Fact and Conclusions of Law,
the Company's Restated Certificate of Incorporation, Amended and Restated
Bylaws, Certificates of Designations with respect to the Company's Series A and
Series B Preferred Stock, and such other documents and have made such
examinations of law as we have deemed relevant (with respect to each of the
foregoing corporate documents which are filed with the Delaware Secretary of
State, in the forms on file as of December 11, 1997 and, as to the Second
Amended and Restated Bylaws, in the form certified in effect as of November 26,
1997). Based upon the foregoing and subject to the assumptions and
qualifications set forth herein, we are of the opinion that:
1. The Company's Plan of Reorganization has been confirmed by
order of the Bankruptcy Court, and such Plan was confirmed in accordance with
applicable law, is effective and is enforceable in accordance with its terms.
Each requirement of Section 303 of the Delaware General Corporation Law
necessary to effectuate the Corporate Actions (as defined in paragraph 2 below)
without approval of the Company's board of directors and/or stockholders has
been met. Such requirements include, without limitation, the matters
referenced in subparagraphs 2(a) and 2(b) below.
2. With respect to (i) the filing by the Company of a
Registration Statement and an Amendment 1 thereto (collectively the
"Registration Statement") with the Securities and Exchange Commission (which
became effective on June 11, 1997) and the effectuation of the offering
contemplated thereby, (ii) the increase in the Company's authorized shares
effected as of June 16, 1997, (iii) the creation, establishment, and
authorization of the Company's Series A Preferred Stock and Series B Preferred
Stock and the preparation and filing with the State of Delaware of the Series A
Preferred Stock Certificate of Designations and Series B Preferred Stock
Certificate of Designations
<PAGE> 2
on June 16, 1997, (iv) the restatement and amendment of the Company's
Certificate of Incorporation and Bylaws and the preparation and filing with the
State of Delaware of the Restated Certificate of Incorporation on June 16,
1997, (v) the reconstitution of the Company's board of directors effected as of
June 16, 1997, (vi) the offer, sale and issuance of the Series B Preferred
Stock as contemplated by the Plan of Reorganization, and (vii) the
authorization of the Rights and Units and the registration, offer, sale, and
issuance of the Rights, Units, Common Stock and Series A Preferred Stock in
connection with the Registration Statement, (with the actions set forth in (i)
through (vii) collectively called the "Corporate Actions"); the Bankruptcy
Court by order or decree:
(a) Authorized the Company to take each Corporate Action,
without approval of the Company's board of directors or stockholders (such
Corporate Actions deemed by the Bankruptcy Court and applicable law to have
been unanimously approved by the Company's board of directors and
stockholders); and
(b) Authorized and designated Charles Fuhrmann to effect
each Corporate Action on behalf of the Company and to take any and all actions
related thereto or in furtherance thereof, including, without limitation, the
execution and acknowledgement of any and all documents and instruments
contemplated by the Corporate Actions.
3. No consent, approval or other action is required to be
obtained or taken by the Company under bankruptcy law, the Plan of
Reorganization, the Order confirming the Plan of Reorganization, or the related
Findings of Fact and Conclusions of Law in connection with any future issuance
of securities by the Company (including without limitation in connection with
the issuance of common stock of the Company upon exercise of options granted or
to be granted under the Company's Stock Option Plan filed as an exhibit to
Amendment 1 to the Registration Statement.)
The opinions expressed herein concern and are limited to the laws of
the State of Texas and the corporate laws of the State of Delaware, as
currently in effect, and the federal laws of the United States of America, as
currently in effect.
This opinion is limited to the matters expressly set forth in this
letter, as limited herein as of the date of this letter, and no opinion is
implied or may be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to any
registration statement filed by the Company under the Securities Act of 1933,
as amended (subject to our prior review of such registration statement) and to
the use of our name under the caption "Legal Opinion" (or similar caption) in
the prospectus included as part of such registration statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
SHEINFELD, MALEY & KAY, P.C.
/s/ LEE POLSON
--------------------------------------
Lee Polson
<PAGE> 1
EXHIBIT 23
Independent Auditors' Consent
Board of Directors
LOT$OFF CORPORATION
We consent to the incorporation by reference in this Registration Statement of
LOT$OFF CORPORATION (formerly 50-OFF Stores, Inc.) on Form S-8 of our report
dated June 9, 1997, (which report expresses an unqualified opinion and includes
explanatory paragraphs referring to a substantial doubt as to 50-OFF Stores,
Inc.'s ability to continue as a going concern and bankruptcy filing) appearing
in the Annual Report on Form 10-K of 50-OFF Stores, Inc. for the fiscal year
ended January 31, 1997.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
San Antonio, Texas
January 6, 1998
