<PAGE>
As filed with the Securities and Exchange Commission on December 8, 2000
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
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Ross Stores, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-1390387
(State of Incorporation) (I.R.S. Employer Identification No.)
8333 Central Avenue, Newark, CA 94560
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(Address of principal executive offices) (Zip Code)
Fourth Amended and Restated Ross Stores, Inc. Employee Stock Purchase Plan
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(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
(510) 505-4400
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copies to:
Kathleen Loughnot
Ross Stores, Inc.
8333 Central Avenue
Newark, California 94560
(510) 505-4400
and
Stephen W. Fackler, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
------------------------------
Approximate date of commencement of proposed sale to the public:
As soon as possible after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
========================== ====================== ========================= ========================== =========================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO OFFERING PRICE PER AGGREGATE OFFERING PRICE
BE REGISTERED AMOUNT TO BE SHARE (1) AMOUNT OF REGISTRATION
REGISTERED FEE
========================== ====================== ========================= ========================== =========================
<S> <C> <C> <C> <C>
Common Stock par value 1,000,000 shares $16.25 $16,250,000.00 $4,517.50
$0.01
========================== ====================== ========================= ========================== =========================
</TABLE>
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee. The price is based upon the average
of the high and low prices for the Common Stock as reported on the
NASDAQ National Market System on December 5, 2000.
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<PAGE>
PART III
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
ITEM 3. INCORPORATION BY REFERENCE OF CONTENTS OF
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
1. Registrant's Annual Report on Form 10-K for the fiscal year ended
January 29, 2000;
2. Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 29, 2000;
3. Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 29, 2000;
4. The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-B (No. 0-14678, effective September
1, 1989), filed under the Securities Exchange Act of 1934, as
amended (the "Exchange 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.
ITEM 4. DESRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED AND EXPERT COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bylaws of the Registrant provide for the indemnification of the
Registrant's officers and directors against certain liabilities and expenses
relating to lawsuits and other proceedings in which they may become involved.
Section 145 of the Delaware General Corporations Law also provides for
indemnification of a corporation's directors and officers under certain
circumstances. Section 145 of the Delaware General Corporations Law and the
Bylaws of the Registrant contain provisions covering indemnification of
corporate directors and officers against certain liabilities and expenses
incurred as a result of proceedings involving such persons in their capacities
as directors and officers, including proceedings under the Securities Act of
1933, as amended (the "Securities Act") or the Exchange Act.
The Registrant provides indemnity insurance pursuant to which its
directors and officers are indemnified or insured under certain circumstances
against certain liabilities or losses, including liabilities under the
Securities Act. The Registrant has obtained stockholder approval to enter into
indemnity agreements with its respective directors and officers. Each agreement
provides for indemnification of the fines, settlements and other amounts
incurred by such director or officer. The indemnification agreements also
provide for the advance payment by the Company of expenses incurred in defending
any proceeding to which an officer executed an undertaking, acceptable to the
relevant board of directors, agreeing to repay all amounts advanced for defense
of the proceeding if it shall be ultimately determined that such director or
officer was not entitled to be indemnified in accordance with Section 145 of the
Delaware General Corporations Law.
The Registrant understands that the staff of the Commission is of the
opinion that statutory, charter and contractual provisions as are described
above have no effect on claims arising under the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
<PAGE>
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 5 of this Registration
Statement.
99.1 Fourth Amended and Restated Ross Stores, Inc. Employee Stock Purchase
Plan (1).
(1) Filed as an exhibit with the Company's Proxy Statement for the 2000
Annual Meeting of Shareholders on May 5, 2000, and incorporated herein
by reference.
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 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.
(2) That, for the purpose of determining any liability under
the Securities 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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
Securities 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 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.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Newark, State of California, on December 6,
2000.
ROSS STORES, INC.
By: /s/ Michael Balmuth
-------------------------------
Michael Balmuth
Vice Chairman of the Board and
Chief Executive Officer
(Principal executive officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Balmuth and John G. Call, and
each of them, his or her attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Michael Balmuth Vice Chairman of the Board and Chief December 6, 2000
------------------------------------ Executive Officer (Principal Executive
Michael Balmuth Officer)
/s/ James C. Peters President, Chief Operating Officer and December 6, 2000
------------------------------------ Director
James C. Peters
/s/ John G. Call Senior Vice President, Chief Financial December 6, 2000
------------------------------------ Officer and Corporate Secretary
John G. Call (Principal Financial and Accounting
Officer)
/s/ Norman A. Ferber Chairman of the Board December 6, 2000
------------------------------------
Norman A. Ferber
/s/ Stuart G. Moldaw Chairman Emeritus and Director December 6, 2000
------------------------------------
Stuart G. Moldaw
/s/ Lawrence M. Higby Director December 6, 2000
------------------------------------
Lawrence M. Higby
/s/ George P. Orban Director December 6, 2000
------------------------------------
George P. Orban
/s/ Philip Schlein Director December 6, 2000
------------------------------------
Philip Schlein
/s/ Donald H. Seiler Director December 6, 2000
------------------------------------
Donald H. Seiler
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to
Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 5 of this
Registration Statement.
99.1 Fourth Amended and Restated Ross Stores, Inc. Employee
Stock Purchase Plan (1).
(1) Filed as an exhibit with the Company's Proxy Statement for
the 2000 Annual Meeting of Shareholders on May 5, 2000, and
incorporated herein by reference.
