Registration No. 333-
======================================================================
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
2875 Needmore Road, Dayton, Ohio 45414
(Address of principal executive offices) (Zip Code)
REX STORES CORPORATION
1989 NONQUALIFIED EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
<PAGE>
Stuart Rose
Chairman
REX Stores Corporation
2875 Needmore Road
Dayton, Ohio 45414
(Name and address of agent for service)
(937) 276-3931
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate
to be Registered Registered Price Per Share Offering Price
<S> <C> <C> <C>
Common Stock,
$.01 par value . . 512,079 shares $3.375 $1,728,267
Amount of
Registration Fee
<C>
$480.46
</TABLE>
=========================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
The 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 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by REX Stores Corporation (the "Company")
with the Securities and Exchange Commission are incorporated by reference
in this registration statement:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 30, July 31 and October 31, 1998.
3. The description of the shares of Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A filed
under the Securities Exchange Act of 1934 and any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 to be incorporated by reference
in this registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed
to be 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.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered pursuant to the
Company's 1989 Nonqualified Executive Stock Option Plan is being passed
upon for the Company by Chernesky, Heyman & Kress P.L.L., Dayton, Ohio.
Edward Kress, a partner of Chernesky, Heyman & Kress P.L.L., is Secretary
and a director of the Company. Mr. Kress owns 20,001 shares of Common
Stock and holds options to acquire 30,625 shares of Common Stock for his
own account, and holds 26,960 shares of Common Stock as co-trustee of two
trusts in which he has no pecuniary interest. Other members of Chernesky,
Heyman & Kress P.L.L. own a total of 150 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Article VII of the registrant's By-laws provides that it shall
indemnify its officers and directors to the extent permitted by the
General Corporation Law of Delaware.
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is 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 expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such
action, suit or proceeding if the person acted in good faith and in a manner
the person 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 the person's conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify
any such person serving in any such capacity who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor, against expenses (including attorneys'
fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or
such other court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
<PAGE>
Under Section 145, a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or who, while serving in such capacity,
is or was at the request of the corporation a director, officer,
employee or agent of another corporation or legal entity, against any
liability asserted against or incurred by such person in any such capacity
whether or not the corporation would have the power to provide indemnity
under Section 145. The registrant maintains directors and officers
liability insurance coverage.
Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law (relating to unlawful payment of
dividends and unlawful stock purchase and redemption) or (iv) for
any transaction from which the director derived an improper personal
benefit. The registrant's Certificate of Incorporation provides that, to
the fullest extent permitted by the Delaware General Corporation Law,
directors of the registrant shall not be liable to the registrant
or its stockholders for monetary damages for breach of fiduciary duty as
a director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index at page 8.
Item 9. 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;
<PAGE>
(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 (1)(i) and (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.
(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.
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
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
<PAGE>
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 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.
<PAGE>
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 Dayton,
State of Ohio, on December 17, 1998.
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 dates indicated.
Signature Capacity Date
STUART ROSE Chairman of the Board
Stuart Rose and Chief Executive
Officer (principal
executive officer)
DOUGLAS BRUGGEMAN Vice President Finance
Douglas Bruggeman and Treasurer (principal
financial and accounting
officer)
LAWRENCE TOMCHIN* President, Chief Operating
Lawrence Tomchin Officer and Director
EDWARD KRESS Secretary and Director December 17, 1998
Edward Kress
ROBERT DAVIDOFF* Director
Robert Davidoff
LEE FISHER* Director
Lee Fisher
*By: STUART ROSE
Stuart Rose, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
23 Consent of Arthur Andersen LLP*........................ 9
24 Powers of attorney of each person whose name is signed
to this registration statement pursuant to a power of
attorney*.............................................. 10-12
____________
* Filed herewith.
Exhibit 23
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 26, 1998 included in the Company's Form 10-K for
the year ended January 31, 1998.
Arthur Andersen LLP
Dayton, Ohio
December 17, 1998
Exhibit 24.1
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 Corpora-
tion, 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 512,079 shares of the
Company's Common Stock, $.01 par value per share, to be issued
pursuant to the Company's 1989 Nonqualified Executive Stock Option
Plan, 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 instru-
ment on this 18th day of November, 1998.
LAWRENCE TOMCHIN
Lawrence Tomchin
Exhibit 24.2
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 Corpora-
tion, 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 512,079 shares of the
Company's Common Stock, $.01 par value per share, to be issued
pursuant to the Company's 1989 Nonqualified Executive Stock Option
Plan, 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 instru-
ment on this 12th day of November, 1998.
ROBERT DAVIDOFF
Robert Davidoff
Exhibit 24.3
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 Corpora-
tion, 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 512,079 shares of the
Company's Common Stock, $.01 par value per share, to be issued
pursuant to the Company's 1989 Nonqualified Executive Stock Option
Plan, 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 instru-
ment on this 18th day of November, 1998.
LEE FISHER
Lee Fisher
