<PAGE> 1
As filed with the Securities and Exchange Commission on October 20, 1994
Registration No. 33-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARBOR DRUGS, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2054345
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3331 West Big Beaver, Troy, Michigan 48084
(Address of Principal Executive Offices) (Zip Code)
Arbor Drugs, Inc. Amended and Restated Stock Option Plan
(Full Title of the Plan)
Todd A. Wyett
Vice President and General Counsel
Arbor Drugs, Inc.
3331 West Big Beaver
Troy, MI 48084
(Name and address of agent for service)
(810) 643-9420
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, 1,000,000 $21.00 $21,000,000 $7,241.38
$.01 par value
per share (the
"Common Stock")
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of computing the
registration fee and based on the average of the high and low prices of the
Common Stock, as quoted on the NASDAQ National Market System on
October 17, 1994.
As permitted by Rule 429 under the Securities Act, the prospectus related to
this Registration Statement also covers securities registered under
Registration Statement Nos. 33-13102 and 33- 39259.
<PAGE> 2
The contents of the Form S-8 Registration Statement, Nos. 33-13102 and
33-39259 (the "Prior Registration Statements"), of Arbor Drugs, Inc. (the
"Registrant") are incorporated herein by reference.
The Registrant is filing this Registration Statement on Form S-8 in order
to register 1,000,000 additional shares of the Common Stock, which were
authorized to be issued under the Arbor Drugs, Inc. Amended and Restated Stock
Option Plan (the "Plan"). Upon the effectiveness of this Registration
Statement, a total of 2,537,500 shares of the Common Stock issuable under the
Plan will be registered, consisting of 1,537,500 registered under the Prior
Registration Statements (after giving effect to 3-for-2 stock splits effective
June 1989 and May 1991) plus the 1,000,000 additional shares of the Common
Stock being registered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) and (b) below are incorporated by
reference in this Registration Statement on Form S-8. In addition, all
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1994; and
(b) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on April 29, 1986, pursuant
to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 561-571 of the Michigan Business Corporation Act,
directors and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines and
amounts paid by the director or officer in settlement of claims brought against
them by third persons or by or in the right of the corporation if those
directors and officers acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation and its
shareholders.
The Registrant is obligated under its bylaws to indemnify a
present or former director or executive officer of the Registrant, and may
indemnify any other person, to the fullest extent now or hereafter authorized
or permitted by law in connection with any actual or threatened civil,
criminal, administrative or investigative action, suit or proceeding arising
out of his or her past or future service to the Registrant, or to another
corporation at the request of the Registrant. In addition, the Articles of
Incorporation of the Registrant limit certain personal liabilities of directors
of the Registrant; provided, however, that the Articles of Incorporation do not
eliminate or limit the liability of a director for any of the following: (i) a
breach of the director's duty of loyalty to the corporation or its
shareholders; (ii) acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law; (iii) a violation of
Section 551(1) of the Michigan Business Corporation Act; (iv) a transaction
from which the director derived an improper personal benefit; or (v) an act or
omission occurring before the effective date of the Article.
The Registrant has also obtained Directors' and Officers'
liability insurance in the aggregate amount of $10 million. Subject to
conditions and limitations, the insurance covers amounts required to be paid
for a claim or claims made against directors and officers for certain "wrongful
acts" in the discharge of their duties solely in their capacity as officers or
directors of the Registrant. The coverage includes amounts as to which the
Registrant may be required or permitted by law to indemnify the directors and
officers.
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ITEM 8. EXHIBITS.
4.1 Arbor Drugs, Inc. Amended and Restated Stock Option Plan
(incorporated by reference to Exhibit 10.1 to Registrant's Annual
Report on Form 10-K for the year ended July 31, 1993).
4.2 Registrant's Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to Registrant's Annual Report on Form 10-K
for the year ended July 31, 1988).
4.3 Registrant's Bylaws (incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-1 (Registration No.
33-4378)).
5 Opinion of Todd A. Wyett, Vice President and General Counsel of the
Registrant, as to the legality of the shares of Common Stock being
registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Todd A. Wyett (included in the opinion filed as Exhibit 5
to this Registration Statement).
24 Power of Attorney (included on the signature page of this
Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities 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 Troy, State of Michigan, on May 25, 1994.
ARBOR DRUGS, INC.
By: /s/ Eugene Applebaum
----------------------------------------
Eugene Applebaum, Chairman of the Board,
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Todd A. Wyett and Gilbert C. Gerhard, or
either of them, his/her true and lawful attorneys-in-fact and agents, each with
full power of substitution for him/her and in his/her name, place and stead, in
any and all capacities, to sign any or all amendments (including without
limitation 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 each of
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 he/she might or could do
in person, hereby ratifying and confirming all that any said attorneys-in- fact
and agents, or his/her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Eugene Applebaum Chairman of the Board, May 25, 1994
- ------------------------ President, Chief Executive
Eugene Applebaum Officer and Director
(Principal Executive Officer)
/s/ Markus M. Ernst Executive Vice President, May 25, 1994
- ----------------------- Chief Operating Officer
Markus M. Ernst and Director
/s/ Gilbert C. Gerhard Senior Vice President - May 25, 1994
- ----------------------- Finance and Administration,
Gilbert C. Gerhard Treasurer and Director
(Principal Financial and
Accounting Officer)
/s/ David B. Hermelin Director May 25, 1994
- -----------------------
David B. Hermelin
/s/ Spencer M. Partrich Director May 25, 1994
- -----------------------
Spencer M. Partrich
/s/ Laurie M. Shahon Director May 25, 1994
- -----------------------
Laurie M. Shahon
/s/ Samuel Valenti III Director May 25, 1994
- -----------------------
Samuel Valenti III
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page No.
- ------ ------- --------
<S> <C> <C>
4.1 Arbor Drugs, Inc. Amended and Restated Stock
Option Plan (incorporated by reference to Exhibit
10.1 to Registrant's Annual Report on Form 10-K
for the year ended July 31, 1993). --
4.2 Registrant's Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to
Registrant's Annual Report on Form 10-K for the
year ended July 31, 1988). --
4.3 Registrant's Bylaws (incorporated by reference to
Exhibit 3.2 to Registrant's Registration Statement
on Form S-1 (Registration No. 33-4378)). --
5 Opinion of Todd A. Wyett, Vice President and
General Counsel of the Registrant, as to the
legality of the shares of Common Stock being
registered. 9
23.1 Consent of Coopers & Lybrand L.L.P. 10
23.2 Consent of Todd A. Wyett (included in the opinion
filed as Exhibit 5 to this Registration
Statement). --
24 Power of Attorney (included on the signature page of
this Registration Statement). --
</TABLE>
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EXHIBIT 5
October 20, 1994
Arbor Drugs, Inc.
3331 West Big Beaver Road
Troy, Michigan 48084
Gentlemen:
As General Counsel of Arbor Drugs, Inc., a Michigan corporation (the
"Company"), I have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission in connection with the registration of 1,000,000 shares of
the Common Stock, par value $.01 (the "Common Stock"), of the Company for sale
and issuance pursuant to the Company's Amended and Restated Stock Option Plan
(the "Plan"). I have examined the proceedings taken in connection with the
Plan and the sale and issuance of the Common Stock pursuant thereto and such
other records, documents and matters as I have deemed necessary or advisable in
order to enable me to render this opinion.
Based upon the above and taking into account such legal considerations as I
have deemed relevant, it is my opinion that the 1,000,000 additional shares of
Common Stock issuable pursuant to the Plan and being registered by the Company
pursuant to the Registration Statement are duly authorized and that, upon
issuance of the shares of Common Stock, as contemplated under the Plan, such
shares, when sold and issued in the manner referred to in the Registration
Statement and the Plan, will be legally and validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Todd A. Wyett
Todd A. Wyett
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Arbor Drugs, Inc. and Subsidiaries on Form S-8 of our report dated September
30, 1994, on our audits of the consolidated financial statements and financial
statement schedules of Arbor Drugs, Inc. and Subsidiaries as of July 31, 1994
and 1993, and for the years ended July 31, 1994, 1993, and 1992, which report
is included in the Annual Report on Form 10-K of Arbor Drugs, Inc.
/s/ Coopers & Lybrand L.L.P.
Detroit, Michigan
October 14, 1994
