As filed with the Securities and Exchange Commission on June 15, 1998
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ROSS STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1390387
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
8333 Central Avenue, Newark, CA 94560
(Address of principal executive offices) (Zip Code)
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(referred hereafter as the "Plan")
(Full title of the plan)
John G. Call
Senior Vice President, Chief Financial Officer & Corporate Secretary
ROSS STORES, INC.
8333 Central Avenue, Newark, CA 94560
(Name and address of agent for service)
(510) 505-4400
(Telephone number, including area code, of agent for service)
See page 2 for Calculation of Registration Fee
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregrate Registration
Title of Plan Registered Registered <F1> per Share <F2> Offering Price <F2> Fee
<S> <C> <S> <C> <S>
1992 Stock
Option Plan
Options to Purchase 2,300,000 N/A N/A N/A
Common Stock
Common Stock, 2,300,000 $43.3125 $99,618,750.00 $29,387.53
$0.01 par value
<FN?
<F1> This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the Registrant's outstanding shares of Common Stock.
<F2> Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Common Stock of Ross Stores, Inc. on
June 12, 1998 as reported by the Nasdaq National Market System.
</FN>
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Ross Stores, Inc. (the "Registrant" or "company") hereby incorporates
by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the
"Commission"):
a. The Registrant's Annual Report on Form 10-K for
the fiscal year ended January 31, 1998;
b. The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended May 2, 1998;
c. The description of the Registrant's Common Stock
contained in the Registration Statement on Form 8-B
(No. 0-14678, effective September 1, 1989), filed under
the Securities Exchange Act of 1934, as amended (the
"1934 Act") including any amendment or report filed for
the purpose of updating such description. This Form 8-
B registration statement was filed by the Registrant as
successor to Ross Stores, Inc., a California
corporation.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
from the date of filing of such 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
Section 145 of the Delaware General Corporation Law authorizes a
corporation's Board of Directors to grant indemnification to directors
and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "1933 Act"). The Registrant's Bylaws provide
for mandatory indemnification of its directors, officers and employees
to the maximum extent permitted by the Delaware General Corporation
Law, and requires the Registrant to advance expenses to the
indemnified party in certain circumstances and to obtain directors'
and officers' insurance if available on reasonable terms. The
Registrant's Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, its directors shall not be
liable for monetary damages. This provision in the Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject
to liability for breach of the director's duty of loyalty to the
company for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment
of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal
securities laws. The Registrant (or its predecessor) has entered into
Indemnification Agreements with certain officers and directors which
provide them with indemnification to the maximum extent permitted by
law and which require the Registrant , among other things, to advance
expenses to the indemnified party in certain circumstances, and to
obtain directors' and officers' insurance if available on reasonable
terms. The Registrant's Bylaws allow it to enter into Indemnification
Agreements with its officers and directors which may provide the
Registrant's officers and directors with further indemnification. In
addition, the Registrant currently carries directors' and officers'
<PAGE> 4
insurance which provides coverage with respect to defense costs and
awards paid with respect to various claims against Registrant's
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
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 1933 Act,
(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, and
(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) shall 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 1934
Act that are incorporated by reference into the Registration
Statement;
(2) that for the purpose of determining any liability under
the 1933 Act, 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; and
(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 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act 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 1933
Act 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 1933 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
1933 Act, and will be governed by the final adjudication of such
issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 Newark, State of California,
on this 12th of June 1998.
ROSS STORES, INC.
By /s/Michael Balmuth
Michael Balmuth
Vice Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Ross Stores, Inc., a
Delaware corporation, do hereby constitute and appoint Michael Balmuth
and John G. Call, and each of them, the lawful attorneys and agents,
with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and
any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the 1933 Act, and any rules
or regulations or requirements of the Commission in connection with
this Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the power
and authority to sign the names of the undersigned officers and
directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-
effective, and supplements to this Registration Statement, and to any
and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof,
and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the 1933 Act, the Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/Michael Balmuth Vice Chairman of the Board and June 12, 1998
Michael Balmuth Chief Executive Officer
(Principal Executive Officer)
/s/M. Wilmore President, Chief Operating June 12, 1998
Melvin A. Wilmore Officer and Director
/s/John G. Call Senior Vice President, Chief June 12, 1998
John G. Call Financial Officer and
Corporate Secretary
(Principal Financial and
Accounting Officer)
<PAGE> 6
SIGNATURES TITLE DATE
/s/Norman A. Ferber Chairman of the Board June 12, 1998
Norman A. Ferber
/s/Stuart G. Moldaw Chairman Emeritus June 12, 1998
Stuart G. Moldaw
/s/G. Orban Director June 12, 1998
George P. Orban
/s/Phil Schlein Director June 12, 1998
Philip Schlein
/s/Donald H. Seiler Director June 12, 1998
Donald H. Seiler
/s/D. L. Weaver Director June 12, 1998
Donna L. Weaver
<PAGE> 7
EXHIBIT INDEX
Exhibit Number Exhibit
4.1 First Restated Certificate of Incorporation, incorporated
by reference to Exhibit 3.1 to the Form 10-Q filed by
Registrant for its quarter ended May 2, 1998.
4.2 Amended Bylaws, dated August 25, 1994, incorporated by
reference to Exhibit 3.2 to the Form 10-Q filed by
Registrant for its quarter ended July 30, 1994.
5 Opinion and Consent of Gray Cary Ware & Freidenrich.
15 Letter re Unaudited Interim Financial Information.
23.1 Consent of Independent Auditors - Deloitte & Touche LLP.
23.2 Consent of Gray Cary Ware & Freidenrich (included in
Exhibit 5).
24 Power of Attorney (included in the signature pages of this
Registration Statement).
EXHIBIT 5
June 12, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Ross Stores, Inc., a Delaware
corporation (the "Company"), we are rendering this opinion in
connection with the registration under the Securities Act of
1933, as amended, of up to 2,300,000 shares of the Common Stock
of the Company which may be issued pursuant to the exercise of
options granted under the Company's Second Amended and Restated
1992 Stock Option Plan (the "Plan"). We have examined all
instruments, documents and records which we deemed relevant and
necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us
as originals and the conformity to the originals of all documents
submitted to us as copies.
We are admitted to practice only in the State of California
and we express no opinion concerning any law other than the law
of the State of California, the corporation laws of the State of
Delaware and the federal law of the United States. As to matters
of Delaware corporation law, we have based our opinion solely
upon our examination of such laws and the rules and regulations
of the authorities administering such laws, all as reported in
standard, unofficial compilations. We have not obtained opinions
of counsel licensed to practice in jurisdictions other than the
State of California. Based on such examination, we are of the
opinion that the 2,300,000 shares of Common Stock which may be
issued upon the exercise of options granted under the Plan are
duly authorized shares of the Company's Common Stock, and, when
issued against payment of the purchase price therefor in
accordance with the provisions of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement referred to above and the
use of our name wherever it appears therein.
Respectfully submitted,
/s/Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
EXHIBIT 15
June 12, 1998
Ross Stores, Inc.
Newark, California
We have made a review, in accordance with standards
established by the American Institute of Certified Public
Accountants, of the unaudited condensed consolidated
interim financial statements of Ross Stores, Inc. for the
threemonth periods ended May 2, 1998 and May 3, 1997, as
indicated in our independent accountants' review report
dated May 22, 1998; because we did not perform an audit,
we expressed no opinion on that information.
We are aware that our report referred to above, which was
included in your Quarterly Report on Form 10-Q for the
quarter ended May 2, 1998, is being used in this
Registration Statement of Ross Stores, Inc. on Form S-8
pertaining to the Second Amended and Restated 1992 Stock
Option Plan.
We are also aware that the aforementioned report, pursuant
to Rule 436(c) under the Securities Act of 1933, is not
considered a part of the Registration Statement prepared
or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections
7 and 11 of the Act.
Yours truly,
DELOITTE & TOUCHE LLP
San Francisco, California
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Ross Stores, Inc. on Form S-8
pertaining to the Second Amended and Restated Ross Stores,
Inc. 1992 Stock Option Plan of our report dated
March 17, 1998, appearing in the Annual report on Form 10-K
of Ross Stores, Inc. for the year ended January 31, 1998.
Deloitte & Touche LLP
San Francisco, California
June 12, 1998
