Registration No. 333-
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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 (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
1998 NONQUALIFIED EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
<PAGE>
<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> <C>
Common Stock,
$.01 par value . . 650,000 shares $9.9375 $6,459,375
Amount of
Registration
Fee
<C>
$1,795.71
</TABLE>
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<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.
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Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered pursuant to the
Company's 1998 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 650,000 shares of the
Company's Common Stock, $.01 par value per share, to be issued
pursuant to the Company's 1998 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 650,000 shares of the
Company's Common Stock, $.01 par value per share, to be issued
pursuant to the Company's 1998 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 650,000 shares of the
Company's Common Stock, $.01 par value per share, to be issued
pursuant to the Company's 1998 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
