<PAGE>
As filed with the Securities and Exchange Commission on February 19, 1997
Registration No. 33-________
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________
InterTAN, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-2130875
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
201 Main Street, Suite 1805, Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
__________________
InterTAN, Inc. Stock Purchase Program
(Full title of the plan)
___________________
David S. Goldberg, Esq.
Vice President, Secretary and General Counsel
201 Main Street, Suite 1805, Fort Worth, Texas 76102
(Name and address of agent for service)
(817) 348-9701
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per share(1) price(1) fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share(2) 2,250,000 shares $4.375 $9,843,750 $2,982.66
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h); the offering price and registration fee are
based on a price of $4.375 per share, which price is an average of the high and
low prices of the Common Stock on the New York Stock Exchange on February 14,
1997.
(2) Includes related preferred share purchase rights.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the registration statements, including any amendments
thereto (the "Prior Registration Statements"), of InterTAN, Inc. (the
"Registrant") on Form S-8, Registration Nos. 33-13880 and 33-63090, filed with
the Securities and Exchange Commission, including the documents incorporated by
reference therein, are incorporated by reference into this registration
statement.
In addition to the Prior Registration Statements described above, the
following documents filed by the Registrant with the Securities and Exchange
Commission are incorporated by reference in this registration statement and made
a part hereof:
(a) the Registrant's Annual Report on Form 10-K for the year
ended June 30, 1996;
(b) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1996 and December 31, 1996; and
(c) the description of the Registrant's Common Stock contained
in Form 10 dated October 2, 1986, filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
subsequent to the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
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 a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
II-1
<PAGE>
Share Reserve Increased
- -----------------------
On February 17, 1997, the Board of Directors of the Registrant, at a
duly called and convened meeting, approved the increase in the number of shares
of the Registrant's Common Stock which are reserved and authorized for future
issuance under the InterTAN, Inc. Stock Purchase Program from 2,200,000 to
4,450,000 (a reserve increase of 2,250,000 shares of Common Stock).
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock registered hereby
will be passed upon by David S. Goldberg, Esq.,Vice President, Secretary and
General Counsel of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated in the State of Delaware. Under Section
145 of the Delaware General Corporation Law (the "DGCL"), a Delaware corporation
has the power, under specified circumstances, to indemnify its directors,
officers, employees and agents in connection with actions, suits or proceedings
brought against them by a third party or in the right of the corporation, by
reason of the fact that they were or are such directors, officers, employees or
agents, against expenses and liabilities incurred in any such action, suit or
proceedings so long as they acted in good faith and in a manner that they
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and, with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits by
or in the right of such corporation, however, indemnification is generally
limited to attorneys' fees and other expenses and is not available if such
person is adjudged to be liable to such corporation unless the court determines
that indemnification is appropriate. Article XIV of the Registrant's Amended and
Restated Bylaws provides for mandatory indemnification of directors and officers
to the fullest extent permitted by Section 145 of the DGCL.
A Delaware corporation also has the power to purchase and maintain
insurance for such persons. The directors and officers of the Registrant are
covered by an insurance policy indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they might not be
indemnified by the Registrant.
II-2
<PAGE>
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provisions
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. The Registrant's Restated Certificate of
Incorporation contains such a provision.
The above discussion of the Registrant's Restated Certificate of
Incorporation and Amended and Restated Bylaws and Sections 102(b)(7) and 145 of
the DGCL is not intended to be exhaustive and is qualified in its entirety by
such Restated Certificate of Incorporation, Amended and Restated Bylaws and
statutes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
In addition to the exhibits filed with or incorporated by reference
into the Prior Registration Statements, the following is a list of all exhibits
filed as a part of this registration statement on Form S-8, including those
incorporated herein by reference.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Restated Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to exhibit 4(a) to the
Registrant's registration statement on Form S-3 File No. 33-
74314).
4.1.1 Certificate of Amendment of Restated Certificate of
Incorporation (Filed as Exhibit 3(a)(i) to Registrant's
Annual Report on Form 10-K for fiscal year ended June 30,
1995 and incorporated herein by reference).
4.2 Certificate of Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock (filed as exhibit
3(a)(i) to Registrant's registration statement on Form 10
and incorporated by reference herein).
4.3 Amended and Restated Rights Agreement between Registrant and
The First National Bank of Boston (filed as exhibit 4(b) to
Registrant's current report on Form 8-K dated September 25,
1989 and incorporated by reference herein).
II-3
<PAGE>
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.4 Trust Indenture dated as of September 20, 1993, between the
Registrant and Montreal Trust Company of Canada, as trustee,
providing for the issuance of 9% Convertible Subordinated
Debentures due August 30, 2000 (filed as exhibit 4(c) to the
Registrant's Annual Report on Form 10-K for fiscal year ended
June 30, 1993, and incorporated herein by reference).
4.5 Warrant Agreement dated as of August 5, 1993, between the
Registrant and Trans World Electronics, Inc., providing for the
issuance of 1,449,007 Warrants (filed as exhibit 10(h) to the
Registrant's Annual Report on Form 10-K for fiscal year ended
June 30, 1993, and incorporated herein by reference).
5.1* Opinion of David S. Goldberg, Vice President, Secretary and
General Counsel of the Registrant, as to the legality of the
securities registered hereby.
23.1* Consent of Price Waterhouse LLP.
23.2* Consent of David S. Goldberg to the use of his opinion filed as
Exhibit 5.1 (set forth in his opinion filed herewith).
24.1* Powers of Attorney (included on the signature page of this
registration statement).
_____________
* Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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 this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered
II-4
<PAGE>
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(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 with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 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
II-5
<PAGE>
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 Act and will be governed by the final adjudication of such
issue.
[INTENTIONALLY LEFT BLANK]
II-6
<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 Fort Worth, State of Texas, on February 17, 1997.
InterTAN, Inc.
By: /s/ James T. Nichols
-------------------------------------
James T. Nichols
President and Chief
Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned directors and officers of InterTAN, Inc. hereby
appoint James T. Nichols, James G. Gingerich, and David S. Goldberg, each of
whom may act without the joinder of the other, our true and lawful attorneys and
agents, to do any and all acts and things in our name and on our behalf in our
capacities indicated below, which said attorneys and agents, and each of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this registration
statement, including, without limitation, power of authority to sign for us, or
any of us, in our names in any or all of the capacities indicated below, any and
all amendments (including post-effective amendments) hereto, and we hereby
ratify and confirm all that said attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons on the
dates and in the capacities indicated.
Signature Title Date
- --------- ----- ----
/s/ James T. Nichols President, Chief Executive February 17, 1997
--------------------- Officer and Director
James T. Nichols (Principal Executive Officer)
II-7
<PAGE>
/s/ John A. Capstick Chairman of the Board February 17, 1997
------------------------ of Directors
John A. Capstick
/s/ James G. Gingerich Senior Vice President February 17, 1997
------------------------ and Chief Financial Officer
James G. Gingerich (Principal Financial Officer)
/s/ Douglas C. Saunders Vice President and February 17, 1997
------------------------ Corporate Controller
Douglas C. Saunders (Principal Accounting Officer)
/s/ John H. McDaniel Director February 17, 1997
------------------------
John H. McDaniel
/s/ Clark A. Johnson Director February 17, 1997
------------------------
Clark A. Johnson
/s/ Walter F. Loeb Director February 17, 1997
------------------------
Walter F. Loeb
Director February 17, 1997
------------------------
W. Darcy McKeough
/s/ Ron G. Stegall Director February 17, 1997
------------------------
Ron G. Stegall
II-8
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
4.1 Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to exhibit 4(a) to the Registrant's
registration statement on Form S-3 File No. 33-74314).
4.1.1 Certificate of Amendment of Restated Certificate of Incorporation
(Filed as Exhibit 3(a)(i) to Registrant's Annual Report on Form 10-K
for fiscal year ended June 30, 1995 and incorporated herein by
reference).
4.2 Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock (filed as exhibit 3(a)(i) to
Registrant's registration statement on Form 10 and incorporated by
reference herein).
4.3 Amended and Restated Rights Agreement between Registrant and The First
National Bank of Boston (filed as exhibit 4(b) to Registrant's current
report on Form 8-K dated September 25, 1989 and incorporated by
reference herein).
4.4 Trust Indenture dated as of September 20, 1993, between the Registrant
and Montreal Trust Company of Canada, as trustee, providing for the
issuance of 9% Convertible Subordinated Debentures due August 30, 2000
(filed as exhibit 4(c) to the Registrant's Annual Report on Form 10-K
for fiscal year ended June 30, 1993, and incorporated herein by
reference).
4.5 Warrant Agreement dated as of August 5, 1993, between the Registrant
and Trans World Electronics, Inc., providing for the issuance of
1,449,007 Warrants (filed as exhibit 10(h) to the Registrant's Annual
Report on Form 10-K for fiscal year ended June 30, 1993, and
incorporated herein by reference).
5.1* Opinion of David S. Goldberg, Vice President, Secretary and General
Counsel of the Registrant, as to the legality of the securities
registered hereby.
<PAGE>
Exhibit
Number Description
- ------ -----------
23.1* Consent of Price Waterhouse LLP.
23.2* Consent of David S. Goldberg to the use of his opinion filed as
Exhibit 5.1 (set forth in his opinion filed herewith).
24.1* Powers of Attorney (included on the signature page of this
registration statement).
_____________
* Filed herewith
<PAGE>
[INTERTAN, INC. LETTERHEAD APPEARS HERE]
Exhibit 5.1
-----------
February 19, 1997
InterTAN, Inc.
201 Main Street, Suite 1805
Fort Worth, Texas 76102
Gentlemen:
As Vice President, Secretary and General Counsel of InterTAN, Inc., a
Delaware corporation (the "Company"), I have acted as counsel to the Company in
connection with the preparation and filing of the Company's Registration
Statement on Form S-8 (the "Registration Statement") as filed with the
Securities and Exchange Commission (the "Commission") in connection with the
Company's existing Stock Purchase Program (the "Program"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "Act"), of an additional 2,250,000 shares of the Company's common
stock, par value $1.00 per share (the "Common Stock"), issuable under the
Program.
In furnishing this opinion, I, or attorneys under my supervision, have
examined the Restated Certificate of Incorporation (and Certificate of Amendment
thereof) and Amended and Restated Bylaws of the Company, resolutions adopted by
the Company's Board of Directors relating to the issuance and sale of the Common
Stock pursuant to the Program and such corporate records and other documents as
I have deemed necessary or appropriate for the purposes of this opinion.
On the basis of the foregoing, I am of the opinion that: (i) the
Company was incorporated, exists and is in good standing under the laws of the
State of Delaware, and (ii) the shares of Common Stock are duly authorized and,
upon issuance in accordance with the terms of the Program, will be deemed
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving this consent, I do not
admit that I come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ David S. Goldberg
-----------------------
David S. Goldberg
DSG/dlw
<PAGE>
Exhibit 23.1
------------
INTERTAN, INC.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and InterTAN, Inc.'s previously filed registration
statements on Form S-8 (File No. 33-13880 and File No. 33-63090) of our report
dated September 18, 1996, which appears on page 38 of the 1996 Annual Report to
Shareholders of InterTAN, Inc., which is incorporated by reference in InterTAN,
Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30, 1996. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears in such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Fort Worth, Texas
February 17, 1997
