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As filed with the Securities and Exchange Commission on October 24, 1996
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MAC FRUGAL'S BARGAINS -- CLOSE-OUTS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-2745285
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2430 EAST DEL AMO BOULEVARD 90220-6306
DOMINGUEZ, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
1990 EMPLOYEE STOCK INCENTIVE PLAN
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
DAN ZUCKERMAN
VICE PRESIDENT AND SECRETARY
2430 EAST DEL AMO BOULEVARD
DOMINGUEZ, CALIFORNIA 90220-6306
(310) 537-9220
(Name, Address, and Telephone Number, Including
Area Code, of Agent for Service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock,
$.02778 par value 1,650,000 $ 24.50 $ 40,425,000 $ 12,250
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</TABLE>
(1) Of the 1,650,000 additional shares of Common Stock being registered
hereunder, (i) 1,450,000 shares are reserved for issuance pursuant to
the 1990 Employee Stock Incentive Plan and (ii) 200,000 shares are
reserved for issuance pursuant to the Stock Option Plan For
Non-Employee Directors. Pursuant to Rule 416, there is also being
registered such number of additional shares of Common Stock which may
become available for issuance pursuant to the foregoing plans in the
event of certain changes in outstanding shares, including
reorganizations, recapitalizations, stock splits, stock dividends and
reverse stock splits.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) on the basis of the average of the high and
low prices of the Common Stock as reported on the New York Stock
Exchange on October 22, 1996.
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INCORPORATION BY REFERENCE
The contents of the Registrant's Registration Statements on
Form S-8 (Nos. 33-43661 and 33-55130) are hereby incorporated by reference.
ITEM 8. EXHIBITS.
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
24 Power of Attorney (included on pages 3 and 4).
2
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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 Dominguez, State of California, on this 24th day
of October, 1996.
MAC FRUGAL'S BARGAINS -- CLOSE-OUTS INC.
By /s/ PHILIP L. CARTER
-------------------------------------
Philip L. Carter
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature to this Registration Statement appears below hereby constitutes and
appoints Philip L. Carter and Peter S. Willmott as such person's true and lawful
attorneys-in-fact and agents with full power of substitution for such person and
in such person's name, place and stead, in any and all capacities, to sign and
to file with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith, granting unto said
attorneys-in-fact and agents 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 such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any substitute therefor, may lawfully do or cause to be done by
virtue thereof.
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 date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PHILIP L. CARTER October 24, 1996
- ---------------------------- President and
Philip L. Carter Chief Executive Officer
(Principal Executive Officer)
/s/ NEIL T. WATANABE October 24, 1996
- ---------------------------- Senior Vice President and Chief
Neil T. Watanabe Financial Officer
(Principal Accounting Officer)
- ---------------------------- Chairman of the Board
Peter S. Willmott
3
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/s/ DAVID H. BATCHELDER Director October 24, 1996
- ---------------------------
David H. Batchelder
/s/ ANTHONY LUISO Director October 24, 1996
- ---------------------------
Anthony Luiso
/s/ MARK J. MILLER Director October 24, 1996
- ---------------------------
Mark J. Miller
/s/ RONALD P. SPOGLI Director October 24, 1996
- ---------------------------
Ronald P. Spogli
/s/ JAMES J. ZEHENTBAUER
- ---------------------------
James J. Zehentbauer Director October 24, 1996
4
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EXHIBIT INDEX
Exhibit Description Sequentially Numbered Page
- ------- ----------- --------------------------
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
24 Power of Attorney (included on pages 3 and 4).
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EXHIBIT 5
Gibson, Dunn & Crutcher LLP
Lawyers
One Montgomery Street, Telesis Tower
San Francisco, CA 94104-4505
October 24, 1996
(415) 393-8200 C 71236-00001
Mac Frugal's Bargains -- Close-Outs Inc.
2430 East Del Amo Boulevard
Dominguez, California 90220-6306
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Mac Frugal's Bargains -- Close-Outs
Inc., a Delaware corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission (the "Registration Statement") with respect to the
registration under the Securities Act of 1933, as amended, of 1,650,000 shares
of Common Stock, $.02778 par value, of the Company (the "Shares"), 1,450,000 of
which have been reserved for issuance from time-to-time upon the exercise of
stock options to be granted pursuant to the Company's 1990 Employee Stock
Incentive Plan, and 200,000 of which have been reserved for issuance from
time-to-time upon the exercise of stock options to be granted pursuant to the
Company's Stock Option Plan for Non-Employee Directors (collectively, the
"Plans").
We have examined, among other things, the Company's
Certificate of Incorporation and Bylaws, as amended to date, the Plans and
related forms of stock option agreements and records of corporate proceedings
and other actions taken and proposed to be taken by the Company in connection
with the authorization, issuance and sale of the Shares pursuant to the Plans.
Based on the foregoing and in reliance thereon, it is our opinion that the
Shares, when issued pursuant to options granted and exercised in accordance with
the provisions of the Plans and related stock option agreements, will be duly
and validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
KRL:MAL
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors
Mac Frugal's Bargains -- Close-Outs Inc.
We consent to the incorporation by reference in this Registration Statement of
Mac Frugal's Bargains -- Close-Outs Inc. on Form S-8 of our report dated March
12, 1996 (Except for Note 10, as to which the date is March 21, 1996), appearing
in the Annual Report on Form 10-K of Mac Frugal's Bargains -- Close-Outs Inc.
for the fiscal year ended January 28, 1996.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
October 24, 1996
