<PAGE>
As filed with the Securities and Exchange Commission on October 4, 2000
Registration Statement 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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INTERTAN, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2130875
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3300 Highway #7, Suite 904 L4K 4M3
Concord, Ontario, Canada (Postal Code)
(Address of principal executive offices)
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InterTAN, Inc. Restricted Stock Unit Plan
(Full title of the Plan)
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Jeffrey A. Losch
Vice President, Secretary and
General Counsel
3300 Highway #7, Suite 904
Concord, Ontario, Canada
(905) 760-9709
(Name, address and telephone number of agent for service)
Copy to:
Ann Marie Cowdrey
Thompson & Knight L.L.P.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201
(214) 969-1700
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of
registered registered(2) price per share(3) aggregate offering price(3) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per 200,000 shares $11.13 $2,226,000 $588
share(1)
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</TABLE>
(1) Includes related preferred stock purchase rights.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities
Act") and based on the average of the high and low prices of the common
stock reported on the New York Stock Exchange on September 28, 2000.
(3) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to the shares covered hereby are also
registered hereunder.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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_____________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by reference in this
Registration Statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000;
(2) The description of the Common Stock of the Registrant contained
in the Registration Statement on Form 10 filed under Section
12(b) of the Securities Exchange Act of 1934 (Registration No.
001-10062), as filed with the Securities and Exchange Commission
on October 2, 1986, including any amendment or report filed for
the purpose of updating such description; and
(3) The description of the Preferred Share Purchase Rights (which
rights are transferable only with related shares of Common Stock)
contained in the Registration Statement on Form 8-A filed under
Section 12(b) of the Securities Exchange Act of 1934
(Registration No. 001-10062), as filed with the Securities and
Exchange Commission on September 17, 1999, including any
amendment or report filed for the purpose of updating such
description.
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 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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be addressed to InterTAN, Inc., 3300 Highway #7, Suite 904,
Concord, Ontario, Canada L4K 4M3, Attention: Corporate Secretary, (905) 760-
9709.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
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 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 By-Laws provides for mandatory
indemnification
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of directors and officers to the fullest extent permitted by Section 145 of the
DGCL. The Registrant has also contractually agreed with each of its officers and
directors to indemnify such persons to the fullest extent provided by law.
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.
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 Certificate of Incorporation
and By-Laws and Section 102(b)(7) and 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such documents and statutes.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The following documents are filed as exhibits to this Registration
Statement:
4.1 InterTAN, Inc. Restricted Stock Unit Plan.
5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of PricewaterhouseCoopers, LLP, independent public
accountants to incorporation of report by reference.
23.2 Consent of Thompson & Knight L.L.P. (included in the opinion of
Thompson & Knight L.L.P. filed herewith as Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this
Registration Statement).
Item 9. Undertakings.
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The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, 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;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 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 a 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 paragraphs (1)(i) and (1)(ii) 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 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.
(4) 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 Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this 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.
(5) 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 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.
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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 Concord, Province of Ontario, Canada on September
28, 2000.
INTERTAN, INC.
By: /s/ Brian E. Levy
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Brian E. Levy, President & Chief
Executive Officer
POWER OF ATTORNEY
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
dates indicated. The undersigned persons hereby constitute and appoint Brian E.
Levy, James G. Gingerich and Jeffrey A. Losch, and each of them singly, as our
true and lawful attorneys-in-fact and agents, with full power to execute in out
names and on our behalf in the capacities indicated below, any and all
amendments to this Registration Statement to be filed with the Securities and
Exchange Commission and hereby ratify and confirm all that such attorneys-in-
fact shall lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
--------- ------------------------ ----
<S> <C> <C>
/s/ Brian E. Levy President, Chief Executive September 28, 2000
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Brian E. Levy Officer and Director
(principal executive
officer)
/s/ James G. Gingerich Executive Vice President, September 28, 2000
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James G. Gingerich Finance, Chief Financial
Officer (principal financial
officer)
/s/ Douglas C. Saunders Vice President and September 28, 2000
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Douglas C. Saunders Corporate Controller
(principal accounting
officer)
/s/ Ron Stegall Chairman of the Board and September 30, 2000
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Ron Stegall Director
/s/ William C. Bosquette Director September 30, 2000
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William C. Bosquette
</TABLE>
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<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
--------- ------------------------ ----
<S> <C> <C>
/s/ John A. Capstick Director October 2, 2000
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John A. Capstick
/s/ Clark A. Johnson Director September 30, 2000
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Clark A. Johnson
/s/ John H. McDaniel Director September 30, 2000
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John H. McDaniel
/s/ W. Darcy McKeough Director September 30, 2000
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W. Darcy McKeough
/s/ James T. Nichols Director September 30, 2000
------------------------------
James T. Nichols
</TABLE>
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INDEX TO EXHIBITS
Exhibit Number Exhibit
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4.1 InterTAN, Inc. Restricted Stock Unit Plan.
5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of PricewaterhouseCoopers, LLP, independent public
accountants to incorporation of report by reference.
23.2 Consent of Thompson & Knight L.L.P. (included in the opinion
of Thompson & Knight L.L.P. filed herewith as Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this
Registration Statement).
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