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As filed with the Securities and Exchange Commission on January 26, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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. 1996 STOCK OPTION PLAN
(Full title of the plan)
GILBERT C. GERHARD
SENIOR VICE PRESIDENT - FINANCE AND ADMINISTRATION
ARBOR DRUGS, INC.
3331 WEST BIG BEAVER
TROY, MICHIGAN 48084
(Name and address of agent for service)
(248) 643-9420
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
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Common Stock, par 4,500,000 shares (1) $ 19.1875 (2) $ 86,343,750 (2) $ 25,471.41
value $.01 per share
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(1) The amount being registered reflects additional shares of Common Stock
which became available for grant under the Registrant's 1996 Stock Option
Plan (the "Plan") as a result of a 3 for 2 stock dividend declared
subsequent to the amendment to the Plan reflected in this Registration
Statement. This Registration Statement shall also cover any additional
shares of Common Stock which become available for grant under the Plan by
reason of any stock dividend, stock split, recapitalization or similar
transaction effected without receipt of consideration which results in an
increase in the number of outstanding shares of Common Stock.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, 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 on January 16, 1998.
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The contents of the Form S-8 Registration Statement, File No.
33-13433, of Arbor Drugs, Inc. (the "Registrant") are incorporated in this Form
S-8 Registration Statement by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. The Annual Report of Arbor Drugs, Inc. on Form 10-K for the
fiscal year ended July 31, 1997, as filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Quarterly Report of the Registrant on Form 10-Q for the
quarter ended October 31, 1997.
3. The description of the Common Stock, par value $.01 per share
(the "Common Stock"), of the Registrant, which is contained in the
Registrant's Registration Statement on Form 8-A, filed with the
Commission on April 29, 1986, pursuant to Section 12 of the Exchange
Act (Registration No. 33-04378), including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which 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.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended July 31,
1988
4.2 Certificate of Amendment to the Articles of Incorporation of
the Registrant
4.3 Bylaws of the Registrant, incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1,
File No. 33-04378
2
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4.4 Arbor Drugs, Inc. 1996 Stock Option Plan, incorporated by
reference to Annex I to the Registrant's Proxy Statement for
the Annual Meeting of Shareholders held on December 5, 1995
4.5 First Amendment to Arbor Drugs, Inc. 1996 Stock Option Plan
5.1 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included in
Exhibit 5.1)
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 4 of this Registration Statement)
3
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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 Troy, State of Michigan, on January 26, 1998.
ARBOR DRUGS, INC.
By: /s/ Gilbert C. Gerhard
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Gilbert C. Gerhard
Its: Senior Vice President -
Finance and Administration
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of ARBOR DRUGS, INC., a Michigan corporation (the "Company"),
hereby constitutes and appoints Gilbert C. Gerhard the true and lawful
attorney-in-fact and agent of the undersigned, with the power of substitution
for him in any and all capacities, with full power and authority in said
attorney-in-fact and agent to sign, execute and affix his seal thereto and file
the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock,
pursuant to the Arbor Drugs, Inc. 1996 Stock Option Plan, and any of the
documents relating to such registration statement, any and all amendments to
such registration statement, including any amendment thereto changing the
amount of securities for which registration is being sought, and any
post-effective amendment, with all exhibits and any and all documents required
to be filed with respect thereto with any regulatory authority; granting unto
said attorney 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 in order to
effectuate the same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.
4
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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 and on the date indicated.
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Signature Title Date
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/s/ Eugene Applebaum Chairman of the Board, January 26, 1998
- ------------------------------------ Chief Executive Officer
Eugene Applebaum and President
(Principal Executive Officer)
/s/ Markus M. Ernst Executive Vice President, January 26, 1998
- ------------------------------------ Chief Operating Officer
Markus M. Ernst and Director
/s/ Gilbert C. Gerhard Senior Vice President - January 26, 1998
- ------------------------------------ Finance and Administration,
Gilbert C. Gerhard Chief Financial Officer,
Treasurer, Secretary and Director
(Principal Financial and
Accounting Officer)
/s/ Spencer M. Partrich Director January 26, 1998
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Spencer M. Partrich
/s/ Laurie M. Shahon Director January 26, 1998
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Laurie M. Shahon
/s/ Samuel Valenti III Director January 26, 1998
- ------------------------------------
Samuel Valenti III
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Restated Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended July 31, 1988
4.2 Certificate of Amendment to the Articles of Incorporation of the
Registrant
4.3 Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1, File No. 33-04378
4.4 Arbor Drugs, Inc. 1996 Stock Option Plan, incorporated by reference to
Annex I to the Registrant's Proxy Statement for the Annual Meeting of
Shareholders held on December 5, 1995
4.5 First Amendment to Arbor Drugs, Inc. 1996 Stock Option Plan
5.1 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included in Exhibit 5.1)
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 4 of this Registration Statement)
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C&S-515 (REV. 8/96) EXHIBIT 4.2
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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<S> <C>
(Date Received) (For Bureau Use Only)
Dec 11 1997
FILED
DEC 11 1997
Name Administrator
Gayle Aiken MI DEPT. OF CONSUMER & INDUSTRY SERVICES
Honigman Miller Schwartz and Cohn CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
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Address
2290 First National Building
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City State Zip Code
Detroit MI 48226
EFFECTIVE DATE:
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Document will be returned to the name and address you enter above.
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CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following certificate:
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1. The name of the corporation or limited liability company is: Arbor Drugs, Inc.
2. The identification number assigned by the Bureau is: / 1 / 0 / 2 / - / 4 / 2 / 4 /
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3. The location of the registered office is: 3331 West Big Beaver Road, Troy, Michigan 48084
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4. Article III of the Articles of Incorporation is hereby amended to read in its entirety as
follows:
ARTICLE III
The total authorized capital stock is:
1. Common Shares 100,000,000 Par Value Per Share $.01
Preferred Shares 2,000,000 Par Value Per Share $.01
2. A statement of all or any of the relative rights, preferences and limitations of the shares of each
class is as follows: The Board of Directors may cause the corporation to issue preferred stock in
one or more series, each series to bear a designation and to have such relative rights and
preferences as shall be prescribed by resolution of the Board. Such resolution, when filed, shall
constitute amendments to these Restated Articles of Incorporation.
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5. (For amendments adopted by unanimous consent of incorporators before
the first meeting of the board of directors of trustees.)
The foregoing amendment to the Articles of Incorporation was duly
adopted on the _____ day of __________________, _____, in accordance
with the provisions of the Act by the unanimous consent of
incorporator(s) before the first meeting of the Board of Directors or
Trustees.
Signed this _________ day of _________________, _____
_________________________________ _________________________________
(Signature) (Signature)
_________________________________ _________________________________
(Type or Print Name and Title) (Type or Print Name and Title)
6. (For profit corporations, and for nonprofit corporations whose articles
state the corporation is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of Incorporation was duly
adopted on the 2nd day of December, 1997 by the shareholders if a profit
corporation, or by the shareholders or members if a nonprofit
corporation (check one of the following)
/X/ at a meeting. The necessary votes were cast in favor of the
amendment.
/ / by written consent of the shareholders or members having not
less than the minimum number of votes required by statue in
accordance with Section 407(1) of and (2) of the Act if a
nonprofit corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders or members who
have not consented in writing has been given.
(Note: Written consent by less than all of the shareholders or
members is permitted only if such provision appears in the
Articles of Incorporation.)
/ / by written consent of all the shareholders or members entitled
to vote in accordance with Section 407(3) of the Act if a
nonprofit corporation, or Section 407(2) of the Act if a profit
corporation.
Signed this 9th day of December, 1997
By /s/ Gilbert C. Gerhard
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Gilbert C. Gerhard
Senior Vice President-Finance and Administration
7. (For a nonprofit corporation whose articles state the corporation is
organized on a directorship basis.) The foregoing amendment to the
Articles of Incorporation was duly adopted the _____ day of ___________,
______ by the directors of a nonprofit corporation whose Articles of
Incorporation state it is organized on a directorship basis (check one
of the following)
/ / at a meeting. The necessary votes were cast in favor of the
amendment.
/ / by written consent of all the directors pursuant to Section
525 of the Act.
Signed this ______ day of _________________, _____
By ____________________________________
(Signature of President, Vice-President,
Chairperson or Vice-Chairperson)
____________________________________
(Type or Print Name and Title)
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EXHIBIT 4.5
FIRST AMENDMENT
TO
ARBOR DRUGS, INC.
1996 STOCK OPTION PLAN
WHEREAS, Arbor Drugs, Inc. (the "Company") has established and maintains the
Arbor Drugs, Inc. 1996 Stock Option Plan, originally effective as of October 5,
1995 (the "Plan");
WHEREAS, pursuant to Section 18 of the Plan, the Board of Directors of the
Company (the "Board") has the right to amend the Plan at any time with the
approval of the shareholders of the Company if such amendment would increase
the number of shares reserved for options under the Plan;
WHEREAS, the shareholders of the Company have approved increasing by
3,000,000 the number of shares of the Company's common stock issuable upon
exercise of options available for grant under the Plan and increasing by
1,500,000 the number of shares of the Company's common stock issuable upon
exercise of options granted to an individual under the Plan; and
WHEREAS, the Board desires to amend the Plan to increase the number of shares
issuable upon exercise of options available for grant and the number of shares
issuable upon exercise of options granted to an individual.
NOW, THEREFORE, by resolution of the Board, as approved by the Company's
shareholders, the Plan is hereby amended in the following respect:
The first paragraph of Section 2 of the Plan is hereby amended in its entirety
to read as follows:
Options granted under the Plan shall be exercisable for shares of Common
Stock, $.01 par value per share, of the Company ("Common Stock"). The total
number of shares of Common Stock of the Company authorized for issuance upon
the exercise of Options under the Plan (the "Shares") shall not exceed, in
the aggregate, 6,000,000, with no individual optionee to receive in excess
of 3,000,000 Shares upon exercise of Options granted under the Plan, subject
to adjustment in accordance with Section 12 of the Plan.
Dated as of December 2, 1997
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EXHIBIT 5.1
January 26, 1998
Arbor Drugs, Inc.
3331 West Big Beaver
Troy, Michigan 48084
Ladies and Gentlemen:
We have represented Arbor Drugs, Inc., a Michigan corporation (the "Company"),
in connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-8 (the
"Registration Statement"), for registration under the Securities Act of 1933,
as amended (the "Securities Act"), of a maximum of 4,500,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), issued
or to be issued pursuant to the Arbor Drugs, Inc. 1996 Stock Option Plan (the
"Plan").
Based upon our examination of such documents and other matters as we deem
relevant, it is our opinion that the Common Stock to be offered by the Company
under the Plan pursuant to the Registration Statement have been duly authorized
and, when issued and sold by the Company in accordance with the Plan and the
stock options exercised thereunder, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ Honigman Miller Schwartz and Cohn
HONIGMAN MILLER SCHWARTZ AND COHN
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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. on Form S-8, relating to the Arbor Drugs, Inc. 1996 Stock
Option Plan, of our report dated September 26, 1997, on our audits of
the consolidated financial statements of Arbor Drugs, Inc. and Subsidiaries, as
of July 31, 1997 and 1996, and for the years ended July 31, 1997, 1996 and
1995, which report is included in the Annual Report of Form 10-K for the year
ended July 31, 1997, filed by Arbor Drugs, Inc. with the Securities and
Exchange Commission.
/s/ Coopers & Lybrand L.L.P.
Detroit, Michigan
January 26, 1998
