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As filed with the Securities and Exchange Commission
on November 5, 1997
Registration Statement No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BEST BUY CO., INC.
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(Exact name of issuer as specified in its charter)
Minnesota 41-0907483
-------------------------- ------------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344
--------------------------------------- -------------------------
(Address of Principal Executive Offices) (Zip Code)
Best Buy Co., Inc.
1997 Directors' Non-Qualified Stock Option Plan
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(Full title of the plan)
Richard M. Schulze
7075 Flying Cloud Drive Copy of communications to:
Eden Prairie, MN 55344
- -----------------------
(Name and address of Anne M. Rosenberg
agent for service) Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
(612) 947-2000 800 LaSalle Avenue
- ----------------------- Minneapolis, MN 55402-2015
(Telephone number, (612) 349-8500
including area code,
of agent for service)
(cover page is continued on next page)
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share (2) offering price fee
- --------------------------------------------------------------------------------
Common Stock
par value 700,000 $27.31 $19,117,000 $5,793
$.10 per share shares
- --------------------------------------------------------------------------------
(1) An undetermined number of additional shares may be issued if the anti-
dilution provisions of the Plan become operative.
(2) The shares are to be offered at prices not presently determinable.
Pursuant to Rule 457(h), the offering price is estimated solely for the
purpose of determining the registration fee on the basis of the average of
the high and low sale prices of the Registrant's Common Stock reported on
the New York Stock Exchange on October 30, 1997.
Exhibit Index on Page 10.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated in this Registration Statement by reference:
1. Registrant's Annual Report on Form 10-K for the year ended March 1, 1997.
2. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "1934 Act") for periods
ended or as of dates subsequent to March 1, 1997.
3. The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission pursuant to
Section 12 of the 1934 Act.
All documents hereafter filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Elliot S. Kaplan, a director and Secretary of the Registrant, is also a
member of the law firm of Robins, Kaplan, Miller & Ciresi L.L.P., which will be
rendering an opinion as to the legality of the securities being registered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is subject to the Minnesota Business Corporation Act,
Minnesota Statutes, Chapter 302A. Minnesota Statutes, Section 302A.521,
provides that a corporation shall indemnify any person made or threatened to be
made a party to a proceeding by reason of the former or present official
capacity of such person against judgments, penalties, fines, including, without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements and reasonable expenses, including attorneys'
fees and disbursements, incurred by such person in connection with the
proceeding, if, with
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respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received
no improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of
a criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best
interests of the corporation in the case of acts or omissions in such
person's official capacity for the corporation, or reasonably believed that
the conduct was not opposed to the best interests of the corporation in the
case of acts or omissions in such person's official capacity for other
affiliated organizations.
In addition, the Registrant's Articles of Incorporation provide that a
director of the Registrant shall not be personally liable to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty as a director
except for liability (1) for any breach of the director's duty of loyalty to the
Registrant or its shareholders; (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3) for
paying a dividend or approving a stock repurchase in violation of Minnesota
Statutes, Section 302A.551; (4) for violating the securities registration or
anti-fraud provisions of Minnesota Statutes, Section 80A.23; (5) for any
transaction from which the director derived an improper personal benefit; or (6)
for acts or omissions occurring prior to the date when the relevant provision of
the Articles of Incorporation became effective. The Articles of Incorporation
do not limit directors' liability for violations of the federal securities laws.
The Articles of Incorporation are consistent with the Minnesota Business
Corporation Act and if such Act is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Registrant would be eliminated or limited to the fullest
extent permitted by Minnesota law.
As of September 1, 1997, the Registrant obtained a Directors' and Officers'
Liability Insurance Policy, with coverage of $30 million, subject to various
deductibles and exclusions from coverage. There is no coverage for liabilities
arising in connection with the filing of a registration statement by the
Registrant under the Securities Act of 1933 (the "1933 Act") or under any
underwriting agreement entered into in connection with a public offering of
securities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
Exhibits
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4.1 Amended and Restated Articles of Incorporation of the
Registrant, as amended, defining the rights of holders of
its Common Stock (incorporated by reference to Exhibit 3.1
filed as part of the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 26, 1994 [File No.
1-9595]).
4.2 Amended and Restated By-Laws of the Registrant, as amended,
defining the rights of holders of its Common Stock
(incorporated by reference to Exhibit 4.2 filed as part of
the Registrant's Registration Statement on Form S-3 [Reg.
No. 33-43065]; Exhibit 3.1 filed as part of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended November
30, 1991 [File No. 1-9595] and Exhibit 3.3 filed as part of
the Registrant's Annual Report on Form 10-K for the fiscal
year ended February 25, 1995 [File No. 1-9595]).
4.3 Best Buy Co., Inc. 1997 Directors' Non-Qualified Stock
Option Plan (incorporated by reference to the exhibits
filed on May 12, 1997, in connection with the Registrant's
definitive proxy statement [File No. 1-9595]).
5 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the
shares of Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Robins, Kaplan, Miller & Ciresi L.L.P.
(contained in their opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page hereto).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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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 (i) and (ii), above, do 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
in this Registration Statement;
b. 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;
c. 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;
d. 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; and
e. 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
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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.
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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, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on this 5th day of
November, 1997.
BEST BUY CO., INC.
By: /s/ Richard M. Schulze
---------------------------------
Richard M. Schulze
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints RICHARD
M. SCHULZE and ALLEN U. LENZMEIER, and each of them, his true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to the Registration Statement on Form S-8 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, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, 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, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 5, 1997.
Signature Title
- --------- -----
Chairman, Chief Executive Officer
/s/Richard M. Schulze (principal executive officer) and Director
- -----------------------------
Richard M. Schulze
/s/Allen U. Lenzmeier Executive Vice President and Chief
- ----------------------------- Financial Officer (principal financial
Allen U. Lenzmeier officer)
/s/Robert C. Fox Senior Vice President-Finance and
- ----------------------------- Treasurer (principal accounting
Robert C. Fox officer)
/s/Bradbury H. Anderson
- ----------------------------- Director
Bradbury H. Anderson
- ---------------------------- Director
Culver Davis, Jr.
/s/Elliot S. Kaplan
- ---------------------------- Director
Elliot S. Kaplan
/s/Frank D. Trestman
- --------------------------- Director
Frank D. Trestman
- -------------------------- Director
David Stanley
- --------------------- Director
James C. Wetherbe
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EXHIBIT INDEX
EXHIBITS
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4.1 Amended and Restated Articles of Incorporation of the Registrant, as
amended, defining the rights of holders of its Common Stock
(incorporated by reference to Exhibit 3.1 filed as part of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
February 26, 1994 [File No. 1-9595]).
4.2 Amended and Restated By-Laws of the Registrant, as amended, defining
the rights of holders of its Common Stock (incorporated by
reference to Exhibit 4.2 filed as part of the Registrant's
Registration Statement on Form S-3 [Reg. No. 33-43065]; Exhibit 3.1
filed as part of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1991 [File No. 1-9595]; and Exhibit
3.3 filed as part of the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 25, 1995 [File No. 1-9595]).
4.3 Best Buy Co., Inc. 1997 Directors' Non-Qualified Stock Option Plan
(incorporated by reference to the exhibits filed on May 12, 1997,
in connection with the Registrant's definitive proxy statement
[File No. 1-9595]).
5 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the shares of
Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (contained in their
opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page hereto).
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[letterhead]
November 5, 1997
Best Buy Co., Inc.
7075 Flying Cloud Drive
Eden Prairie, MN 55344
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of even date herewith of Best Buy Co., Inc., a
Minnesota corporation (the "Company") relating to a proposed public offering
of 700,000 shares of the Company's common stock, par value $.10 per share
(the "Common Stock"), pursuant to the Best Buy Co., Inc. 1997 Directors'
Non-Qualified Stock Option Plan, we, as counsel for the Company, have
examined such corporate records and other documents, including the
Registration Statement, and have reviewed such matters of law as we have
deemed relevant hereto, and, based upon such examination and review, it is
our opinion that all necessary corporate action on the part of the Company
has been taken to authorize the issuance and sale of 700,000 shares of Common
Stock by the Company, and that when issued and sold as contemplated in the
Registration Statement, such shares will be validly issued, fully paid and
nonassessable.
We hereby consent to being named in the Registration Statement, and in the
Prospectus related thereto, as counsel for the Company who have passed upon
legal matters in connection with the issuance of the Common Stock. We further
consent to the filing of this opinion as an exhibit to the Registration
Statement.
Yours very truly,
/s/Robins, Kaplan, Miller & Ciresi L.L.P.
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Best Buy Co., Inc. 1997 Directors' Non-Qualified
Stock Option Plan of our report dated April 8, 1997, with respect to the
consolidated financial statements of Best Buy Co., Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended March 1, 1997,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
November 3, 1997
