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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REX STORES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-1095548
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2875 Needmore Road, Dayton, Ohio 45414
(Address of principal executive offices) (Zip Code)
REX STORES CORPORATION
1995 OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plan)
Stuart Rose
Chairman
REX Stores Corporation
2875 Needmore Road
Dayton, Ohio 45414
(Name and address of agent for service)
(513) 276-3931
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value.... 550,000 shares $17.75 (1) $ 9,762,500(1) $3,366
-----------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value.... 450,000 shares $18.125 $ 8,156,250 $2,813
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Total....................... 1,000,000 shares $17,918,750 $6,179
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and Rule 457(h) under the Securities Act of 1933 and
calculated upon the basis of the average of the high and low sales prices of
the Common Stock reported on the New York Stock Exchange on September 11,
1995.
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This registration statement covers additional shares of the registrant's
common stock that may be issued pursuant to options, stock appreciation rights,
restricted stock and other stock-based awards granted under the REX Stores
Corporation 1995 Omnibus Stock Incentive Plan (the 'Plan'). An earlier
registration statement filed on Form S-8 (Registration No. 33-81706) covering
shares of common stock issuable under the Plan is effective. Pursuant to General
Instruction E to Form S-8, the contents of post-effective amendment No. 1 to the
earlier registration statement, including exhibits, are incorporated herein by
reference.
The following opinion, consents and powers of attorney are filed as part of
this registration statement:
5 (a) - Opinion of Chernesky, Heyman & Kress
23(a) - Consent of Arthur Andersen LLP
23(b) - Consent of Chernesky, Heyman & Kress (included in Exhibit 5(a))
24 - Powers of attorney of each person who signed this registration
statement on behalf of another pursuant to a power of attorney
2
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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, hereunto duly
authorized, in the City of Dayton, State of Ohio, on September 14, 1995.
REX STORES CORPORATION
By: Stuart Rose
------------------------
(Stuart Rose,
Chairman of the Board)
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.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
Stuart Rose Chairman of the Board )
-------------------- and Chief Executive )
(Stuart Rose) Officer (principal )
executive officer) )
)
Douglas Bruggeman Vice President Finance )
-------------------- and Treasurer )
(Douglas Bruggeman) (principal financial )
and accounting )
officer) )
)
Lawrence Tomchin* President, Chief ) September 14, 1995
-------------------- Operating Officer )
(Lawrence Tomchin) and Director )
)
Edward Kress Secretary and Director )
-------------------- )
(Edward Kress) )
)
Robert Davidoff* Director )
-------------------- )
(Robert Davidoff) )
)
Tibor Fabian* Director )
-------------------- )
(Tibor Fabian) )
*By: Stuart Rose
-------------------------------
(Stuart Rose, Attorney-in-Fact)
</TABLE>
3
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Exhibit 5(a)
CHERNESKY, HEYMAN & KRESS
Attorneys at Law
1100 Courthouse Plaza, S.W.
Dayton, Ohio 45402
513/449-2800
September 14, 1995
REX Stores Corporation
2875 Needmore Road
Dayton, OH 45414
Gentlemen:
We have acted as counsel for REX Stores Corporation, a Delaware
corporation (the 'Company'), in connection with the registration by the Company
under the Securities Act of 1933 of an additional 1,000,000 shares of the
Company's Common Stock, $.01 par value per share (the 'Common Stock'), issuable
pursuant to options, stock appreciation rights, restricted stock and other
stock-based awards granted under the Company's 1995 Omnibus Stock Incentive
Plan (the 'Plan') pursuant to a Registration Statement on Form S-8 filed with
the Securities and Exchange Commission.
For purposes of rendering this opinion, we have examined such corporate
records and proceedings of the Company, agreements and instruments and made
investigation of such matters as in our judgment permit us to render an informed
opinion on the matters set forth herein.
Based on the foregoing, it is our opinion that the additional 1,000,000
shares of Common Stock issuable under the Plan have been duly authorized and,
when issued and paid for in accordance with the Plan, will be validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8.
Very truly yours,
Chernesky, Heyman & Kress
Chernesky, Heyman & Kress
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Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 20, 1995
included in the Company's Form 10-K for the year ended January 31, 1995.
Arthur Andersen LLP
Dayton, Ohio
September 14, 1995
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
as a director or officer, or both, of REX Stores Corporation, a Delaware
corporation (the 'Company'), hereby constitutes and appoints Stuart A. Rose and
Edward M. Kress, or any one of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Company's
Registration Statement on Form S-8 covering 1,000,000 shares of the Company's
Common Stock, $.01 par value per share, and to sign any and all amendments
(including post-effective amendments) thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and any one of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any one of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 28th day of July, 1995.
Lawrence Tomchin
Lawrence Tomchin
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
as a director or officer, or both, of REX Stores Corporation, a Delaware
corporation (the 'Company'), hereby constitutes and appoints Stuart A. Rose and
Edward M. Kress, or any one of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Company's
Registration Statement on Form S-8 covering 1,000,000 shares of the Company's
Common Stock, $.01 par value per share, and to sign any and all amendments
(including post-effective amendments) thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and any one of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any one of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 25th day of July, 1995.
Robert Davidoff
Robert Davidoff
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
as a director or officer, or both, of REX Stores Corporation, a Delaware
corporation (the 'Company'), hereby constitutes and appoints Stuart A. Rose and
Edward M. Kress, or any one of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Company's
Registration Statement on Form S-8 covering 1,000,000 shares of the Company's
Common Stock, $.01 par value per share, and to sign any and all amendments
(including post-effective amendments) thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and any one of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that such attorneys- in-fact and agents or any one of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 26th day of July, 1995.
Tibor Fabian
Tibor Fabian
