<PAGE>
As filed with the Securities and Exchange Commission on March 17, 2000.
Registration No. 333-
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 Identification No.)
of incorporation or organization)
3300 Highway # 7, Suite 904
Concord, Ontario, Canada L4K 4M3
(Address of Principal Executive (Postal Code)
Offices)
-----------------------
Plan for 1999 Non-Employee Director Non-Qualified Stock Options
(Full title of the plan)
-----------------------
Jeffrey A. Losch
Vice President, Secretary and
General Counsel
3300 Highway # 7, Suite 904
Concord, Ontario, Canada
(Name and address of agent for service)
(905) 760-9709
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed maximum Proposed
securities to to be offering price maximum aggregate Amount of
be registered registered per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, 210,000
$1.00 par value shares (2) $10.50 (2) $2,205,000 (2) $582.12
per share (1)
</TABLE>
(1) Includes related preferred stock purchase rights.
(2) Options to purchase an aggregate of 140,000 shares of Common Stock at an
exercise price of $15.75 were granted pursuant to the terms of a Non-Employee
Director Non-Qualified Stock Option Agreement made as of June 7, 1999 and
entered into between the registrant and each of its seven (7) non-employee
directors. The exercise price was the closing price of the common stock as
reported in The Wall Street Journal on June 7, 1999. The grant of options
contemplated therein was approved by the stockholders of the registrant at its
annual general meeting held November 9, 1999. Shares of common stock of the
registrant were spilt 3 for 2 on January 14, 2000 thereby increasing the
aggregate amount of shares to be registered hereunder to 210,000 shares from the
original 140,000 share amount and decreasing the exercise price therefore to
$10.50. Pursuant to Rule 416, shares issuable upon any stock split, stock
dividend or similar transaction with respect to these shares are also being
registered hereunder.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
-----------------------------------------------------------
* 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant with the Securities and
Exchange Commission 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, 1999;
(2) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1999 and December 31, 1999;
(3) the Registrant's Current Reports on Form 8-K dated September 17,
1999 and December 6, 1999;
(4) the Registrant's Registration of Certain Classes of Securities
Pursuant to Section 12 (b) of the Securities Exchnage Act of 1934
on Form 8-A dated September 17, 1999; and
(5) 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 subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
The validity of the issuance of the Common Stock registered hereby will be
passed upon by Jeffrey A. Losch, Vice President, Secretary and General Counsel
of the Registrant. As of January 31, 2000, Mr. Losch beneficially owned less
than 100 shares of Common Stock held indirectly through an employee stock
purchase plan and also has been granted options for an aggregate of 15,000
common shares (post-split amount) pursuant to the Registrant's 1996 Stock Option
Plan.
<PAGE>
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 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.
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.
--------
The following documents are filed as exhibits to this Registration
Statement:
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)).
4.2 Certificate of designation, Preferences and Rights of Series A
Junior Participating Preferred Stock (filed as Exhibit 3(a)(i) to
2
<PAGE>
Registrant's registration statement on Form 10 and incorporated by
reference herein).
4.3 Rights Agreement between the Registrant and BankBoston, N.A. dated
September 8, 1999 (filed as Exhibit 4 to Registrant's Form 8-A
filing filed September 17, 1999 and incorporated by reference
herein).
4.4 Form of Agreement that evidences the InterTAN, Inc. Plan for 1999
Non-Employee Director Non-Qualified Stock Options.
5.1 Opinion of Jeffrey A. Losch, Vice President, Secretary and General
Counsel of the Registrant, as to the legality of the securities
registered hereby.
23.1 Consent of PricewaterhouseCoopers, LLP, independent public
accountants, to incorporation of report by reference.
23.2 Consent of Jeffrey A. Losch to the use of his opinion filed as
Exhibit 5.1 herewith (set forth in his opinion filed as Exhibit
5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
Item 9. Undertakings
------------
(a) 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;
(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, represents a fundamental
change in the information set forth in this 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 (a)(1)(i) and (a)(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
3
<PAGE>
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 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 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.
(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 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.
4
<PAGE>
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 February 14,
2000.
INTERTAN, INC.
By: /s/ Brian E. Levy
-------------------
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 with full
power to execute in our 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.
Signature Capacity in Which Signed Date
- --------------------------- --------------------------- ------------------
/s/ Brian E. Levy President, Chief Executive February 14, 2000
- --------------------------- Officer and Director
Brian E. Levy (principal executive officer)
/s/ James G. Gingerich Executive Vice President, February 14, 2000
- --------------------------- Finance, Chief Financial
James G. Gingerich Officer (principal financial
officer)
/s/ Douglas C. Saunders Vice President and February 14, 2000
- ---------------------------
Douglas C. Saunders Corporate Controller
(principal accounting
officer)
/s/ Ron Stegall Chairman of the Board and February 14, 2000
- ---------------------------- Director
Ron Stegall
/s/ William C. Bousquette Director February 14, 2000
- ----------------------------
William C. Bousquette
/s/ John A. Capstick Director February 14, 2000
- ----------------------------
John A. Capstick
/s/ Clark A, Johnson Director February 14, 2000
- ----------------------------
Clark A. Johnson
5
<PAGE>
/s/ John H. McDaniel Director February 14, 2000
- ----------------------------
John H. McDaniel
/s/ W. Darcy McKeough Director February 14, 2000
- ----------------------------
W. Darcy McKeough
/s/ James T. Nichols Director February 14, 2000
- ----------------------------
James T. Nichols
6
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit
- -------------- -------
4.4 Form of Agreement that evidences the InterTAN, Inc.
Non-Employee Director Non-Qualified Stock Option
Agreement
5.1 Opinion of Jeffrey A. Losch, Vice President, Secretary
and General Counsel of the Registrant, as to the
legality of the securities registered hereby.
23.1 Consent of PricewaterhouseCoopers, LLP, independent
public accountants, to incorporation of report by
reference.
23.2 Consent of Jeffrey A. Losch to the use of his opinion
filed as Exhibit 5.1 herewith (set forth in his
opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of
this Registration Statement)
7
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
MEMORANDUM
----------
TO: Non-Employee Directors of InterTAN, Inc.
FROM: InterTAN, Inc. (the "Company")
DATE: February 14, 2000
RE: Plan for 1999 Non-Employee Director Non-Qualified Stock Options
---------------------------------------------------------------
Introduction and Summary
On June 7, 1999 the Board of Directors authorized a Plan for 1999 Non-
Employee Director Non-Qualified Stock Options by which the Company was to enter
into a stock option agreement with each of the Company's non-employee directors
(the "Option Agreements") of the Company. The Option Agreements had to be
approved by the stockholders. The stockholders gave their approval at the
annual general meeting that was held on November 9, 1999. Each Option Agreement
grants you a nonqualified stock option to purchase 20,000 shares of Common
Stock, at an exercise price of $15.75 per share. The Company declared a 50%
stock dividend payable in shares of Common Stock on November 29, 1999. The
number of shares and the exercise price have accordingly been automatically
adjusted to reflect that stock dividend. You now have an option to purchase
30,000 shares at an exercise price of $10.50 as a result of the stock dividend.
Set forth below is a summary of the Option Agreements. It does not attempt to
describe all the provisions of the Option Agreements in detail. You should
refer to the actual Option Agreements for complete details.
Reasons for the Option Agreement
The primary reason for entering into each Option Agreement was to recognize
your efforts over a number of years of service, to provide you an opportunity to
share in the future prospects of the Company and an added incentive to continue
in the service of the Company. The Board believes that directors who have an
investment in the Company can better represent the viewpoint of other
stockholders whose interests they are charged with representing. The Board also
believes that this additional incentive to you will ultimately promote the
welfare of the Company and its stockholders.
<PAGE>
Description of the Option Agreement
Each Option Agreement grants you an option to purchase 30,000 shares of
Common Stock (20,000 shares before the stock dividend) at the exercise price of
$10.50 per share ($15.75 before the stock dividend). The exercise price of the
option was the closing price of the Common Stock on the date that the option
grant was made. The grant was made on June 7, 1999. The closing price of the
Common Stock as reported on the New York Stock Exchange on June 7, 1999 was
$15.75 per share. You can pay the exercise price in cash or in shares of Common
Stock that you hold (which will be credited against the exercise price at the
fair market value of the delivered shares on the date prior to the date of
exercise), by a combination of cash and shares of Common Stock, or through a
cashless exercise.
Unless there is a "Change in Control" of the Company (which will cause the
option to vest immediately), the option will vest in four equal components of
7,500 shares (post split). The first component vested on November 9, 1999. The
other three components vest on the date of the next three annual general
meetings of the Company's stockholders held in 2000, 2001 and 2002,
respectively. You must still be a director of the Company on each of those
dates to have that component of the option shares vest. A Change in Control
means: (i) any event affecting the Company that would be required to be reported
by a reporting company as a change in control pursuant to Regulation 14A under
the Securities Exchange Act of 1934; (ii) any person becomes the beneficial
owner, directly or indirectly, of securities of the Company representing more
than 50% of either the then outstanding shares of Common Stock of the Company or
the combined voting power of the then outstanding securities of the Company;
(iii) at any time during any 24-month period, the individuals who were serving
on the Board of Directors of the Company at the beginning of such period or who
were nominated for election or elected to such Board during such period by a
vote of at least two-thirds of such individuals still in office shall cease to
constitute a majority of such Board; (iv) any merger or consolidation of the
Company or any sale of all or substantially all of its assets, other than a
merger, consolidation or sale that results in the voting securities of the
Company outstanding immediately prior thereto continuing to represent more than
50% of the combined voting power of the voting securities of the Company or the
surviving entity or any parent thereof outstanding immediately thereafter; or
(v) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company.
Your option will become exercisable on the respective dates of vesting and
will terminate on the earlier of: (i) June 7, 2009; (ii) the date on which your
service as a director of the Company terminates for any reason; or (iii) to the
extent any portion of the option has not then vested, the effective date of the
final interpretation of APB No. 25 related to whether a non-employee director
qualifies as an employee for the purposes of APB No. 25 and the general effect
would be to require the Company to take an earnings charge based on the fair
value of the unvested portion of the option on the applicable vesting dates. If
your tenure as a non-employee director should terminate because of death, then
any unvested portion of the option will become fully vested and your estate or
any person who acquires the option by bequest or inheritance will have one year
from the date of death (but not beyond June 6, 2009) to exercise the option. If
your service as a non-employee director terminates for any other reason, you (or
a permitted transferee) will have one year from the date of termination (but not
beyond June 6, 2009) to
2
<PAGE>
exercise the option, to the extent that such option was exercisable at the time
of your termination. If, however, you are removed for fraud, dishonesty or other
acts detrimental to the interests of the Company, your option shall be void.
The Option Agreement may be amended or waived, to the extent permitted by
applicable law, only by a written instrument signed by the Company and you, or
in the case of a waiver, by the party waiving compliance.
The option is exercisable only by you or by a person or entity to which you
are permitted to transfer the option (a "permitted transferee") pursuant to the
Option Agreement. Under the Option Agreement, the option may be transferred
only (i) by will or the laws of descent and distribution upon your death; (ii)
by gift or a domestic relations order to a "family member" (as such term is
defined in the instructions to Form S-8 under the Securities Act of 1933, as
amended), including trusts in which your family members have more than 50% of
the beneficial interest, foundations in which such family members control the
management of assets, and any other entity in which you or your family members
own more than 50% of the voting interests; or (iii) to an entity in which you or
your family members own more than 50% of the voting interests in exchange for an
interest or interests in that entity. Each permitted transferee is required to
execute an agreement satisfactory to the Company agreeing to be bound by the
terms and provisions of the Option Agreement. Even though an option is
transferred, the vesting and exercisability of the option and the term of the
option will be determined by reference to your performance of director services
for the Company. Any attempted sale, transfer, pledge, exchange, hypothecation
or other disposition of the option not specifically permitted by the Option
Agreement will be null and void and without effect.
In the event that before delivery by the Company of all the shares in
respect of which the option is granted, the Company does a split of the Common
Stock or a dividend payable in Common Stock, or the outstanding Common Stock is
combined into a smaller number of shares, the shares still subject to the option
and the exercise price of the option will be increased or decreased
proportionately. In the event of a reclassification of the Common Stock, or a
liquidation, separation or reorganization, including a merger, consolidation or
sale of assets, the Board of Directors may make such adjustments, if any, as it
may deem appropriate in the number of shares, exercise price and kind of shares
still subject to the option.
Federal Income Tax Consequence
United States Federal Income Tax Consequences. The options are
nonqualified stock options which are not entitled to special tax treatment under
Section 421 of the Internal Revenue Code. No income will be recognized by you
for federal income tax purposes upon the grant of an option. Upon exercise of
an option, you will recognize ordinary income in an amount equal to the excess
of the fair market value of the shares on the date of exercise over the amount
paid for such shares. If an option is transferred to a permitted transferee
pursuant to an Option Agreement, you (not the transferee) will recognize
ordinary income upon exercise of the option by the transferee, as if the option
had not been transferred. The Company must make the necessary arrangements with
you to ensure that the amount of the tax required to be withheld, if any, is
available for payment. The options are designed to provide the Company with a
3
<PAGE>
deduction equal to the amount of ordinary income recognized by you at the time
of such recognition by the optionee.
The basis of shares transferred to you pursuant to exercise of an option is
the price paid for such shares plus an amount equal to any income recognized by
you as a result of the exercise of the option. If you sell shares acquired upon
exercise of an option, any amount realized over the basis of the shares will
constitute capital gain to you for federal income tax purposes.
If you use already owned shares of Common Stock to pay the exercise price
for shares under the option, the number of shares received pursuant to the
option which is equal to the number of shares delivered in payment of the
exercise price will be considered received in a nontaxable exchange, and the
fair market value of the remaining shares received by you upon such exercise
will be taxable to you as ordinary income. If the already owned shares of
Common Stock are not "statutory option stock" (which is defined in Section
424(c)(3)(B) of the Internal Revenue Code to include any stock acquired through
the exercise of an incentive stock option or an option granted pursuant to an
employee stock purchase plan, but not through the exercise of a nonqualified
stock option) or are statutory option stock with respect to which the applicable
holding period referred to in Section 424(c)(3)(A) of the Internal Revenue Code
has been satisfied, the shares received pursuant to the exercise of the option
will not be statutory option stock and your basis in the number of shares
received in exchange for the shares delivered in payment of the exercise price
will be equal to the basis of the shares delivered in payment. The basis of the
remaining shares received upon such exercise will be equal to the fair market
value of such shares. However, if the already owned shares of Common Stock are
statutory option stock with respect to which the applicable holding period has
not been satisfied, it is not presently clear whether such exercise will be
considered a disqualifying disposition of the statutory option stock, whether
the shares received upon such exercise will be statutory option stock or how
your basis will be allocated among the shares received.
Other Tax Consequences. For United States federal estate tax purposes, the
fair market value of an option held by you at the time of your death will
normally be includible in your gross estate. The acquisition, ownership or
disposition of an option or shares acquired upon the exercise of an option also
may have tax consequences under various state and foreign laws which may be
applicable to you.
The options are not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and are not qualified under Section 401(a) of the
Internal Revenue Code.
Restrictions on Resale
Common shares acquired pursuant to the Option Agreements will be subject to
restrictions on resale imposed for the purpose of assuring compliance with
applicable securities laws. Directors are deemed to be "affiliates" of the
Company as determined by the Securities Act of 1933 (the "Securities Act") and
may resell such shares only in compliance with the provisions of the Securities
Act and its rules and regulations. The effect of compliance with the Securities
Act may be to limit the number of shares that a director/affiliate can sell,
when he can sell and the manner under which he can sell.
4
<PAGE>
Additional Information
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Memorandum:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1999;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999 and December 31, 1999;
(3) the Company's Current Reports on Form 8-K dated September 17, 1999 and
December 6, 1999;
(4) the Company's Registration of Certain Classes of Securities Pursuant to
Section 12 (b) of the Securities Exchange Act of 1934 on Form 8-A dated
September 17, 1999; and
(5) the description of the Company'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 subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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
Memorandum 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 in this Memorandum shall be deemed to be modified or
superceded for purposes of this Memorandum to the extent that a statement
contained herein or in any other subsequently filed documents which is also is,
or deemed to be, incorporated by reference in this Memorandum modifies or
superseded 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
Memorandum.
The Company will provide, without charge, to each person to whom this
Memorandum is delivered upon the written or oral request of such person, a copy
of any or all of the documents herein incorporated by reference, as well as
copies of (i) the Company's annual report to stockholders for the most recent
fiscal year and (ii) all other communications distributed to stockholders
generally. Request for such copies or for additional information should be
directed to Jeffrey A. Losch, Vice President, Secretary and General Counsel at
(905) 760-9709, Suite 904, 3300 Highway # 7, Concord, Ontario L4K 4M3.
5
<PAGE>
EXHIBIT 4.4
<PAGE>
Exhibit 4.4
InterTAN, Inc.
NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Employee Director Non-Qualified Stock Option Agreement, made as of
the 7/th/ day of June, 1999 by and between InterTAN, Inc., a Delaware
corporation (the "Company"), and ___________________, a director of the Company
("Director");
W I T N E S S E T H:
- - - - - - - - - -
Whereas, subject to and upon the terms and conditions of this Agreement,
the Board of Directors of the Company has determined that it is desirable to
grant an option to Director, who currently serves as a director of the Company
but is not an employee of the Company or any of its affiliates;
Now, Therefore, for good and valuable consideration, it is agreed as
follows:
1. Grant of Option; Vesting. The Company hereby grants to Director the
option to purchase, as hereinafter set forth, 20,000 shares of common stock of
the Company at the exercise price of $15.75 per share. Except as otherwise
expressly provided in this Agreement, the option will vest and become
exercisable in four equal components of 5,000 shares on each of the following
dates: (i) the date of the general meeting of the Company's stockholders next
following the date of this Agreement that is held in calendar year 1999,
provided Director is still a director of the Company on such date; (ii) the
date of the annual general meeting of the Company's stockholders in calendar
year 2000, provided Director is still a director of the Company on such date;
(iii) the date of the annual general meeting of the Company's stockholders in
calendar year 2001, provided Director is still a director of the Company on such
date; and (iv) the date of the annual general meeting of the Company's
stockholders in calendar year 2002, provided Director is still a director of the
Company on such date. The grant of the option is subject to and contingent upon
the approval of the stockholders of the Company at the Stockholders' Meeting.
2. Option Period and Terms of Exercise of Option. The option will become
exercisable on the respective dates of vesting as set forth in paragraph 1 and,
except as provided in paragraph 10, will terminate on the first to occur of (i)
ten years from the date of this Agreement June 7, 2009; (ii) the date on which
Director's service as a director of the Company terminates for any reason; or
(iii) to the extent any portion of this option has not theretofore vested, the
effective date of the final interpretation of APB No. 25 related to Financial
Accounting Standard 123 of the Financial Accounting Standards Board if the
general effect thereof would be to require the Company to take an earnings
charge based on the fair value of the unvested portion of such option on the
applicable vesting dates; provided that if said directorship terminates less
than ten years from the date hereof for any reason other than Director's death,
then Director (or a
<PAGE>
permitted transferee referred to in paragraph 9) may exercise the option, to the
extent Director was vested and entitled to exercise the option on the date of
termination of the directorship, at any time within one year after such
termination but not after the expiration of the ten-year period; and provided
further that if said directorship terminates less than ten years from the date
hereof by reason of Director's death, then any unvested portion of the option
shall become immediately and fully vested and exercisable and the executor or
administrator of the estate of Director or any person who has acquired the
option directly from Director by bequest or inheritance (or a permitted
transferee referred to in paragraph 9) may exercise the option at any time
within one year after such death, but not after the expiration of the ten-year
period.
3. Requirement of Directorship. Except as provided in paragraph 2 hereof,
the option and the rights evidenced hereby may not be exercised unless Director
is at the time of exercise serving as a director of the Company.
4. Exercise of Option. The option may be exercised by written notice signed
by Director (or if the option has been transferred pursuant to paragraph 9, a
permitted transferee) and delivered to the Chairman of the Board of the Company
or sent by registered or certified mail, postage prepaid, addressed to the
Company (for the attention of its Chairman of the Board) at its corporate office
at 3300 Highway 7, Suite 904, Concord, Ontario L4K 4M3. Such notice shall state
the number of shares as to which the option is exercised and shall be
accompanied by the full amount of the exercise price for such shares. The
exercise price may be paid in cash or, in whole or in part, by the surrender of
issued and outstanding shares of common stock of the Company which shall be
credited against the exercise price at the Fair Market Value of the shares
surrendered on the date immediately prior to the date of exercise of the option.
Any such notice shall be deemed given on the date on which the same was
deposited in the mail, addressed and sent in accordance with this paragraph.
Promptly after demand by the Company, Director shall pay to the Company an
amount equal to applicable withholding taxes, if any, due in connection with the
exercise of the option. For purposes of this paragraph, the term "Fair Market
Value" shall mean, with respect to the common stock of the Company, the closing
price of the common stock on the New York Stock Exchange or such other
securities exchange or automated quotation system on which the common stock of
the Company is then listed, whichever is applicable, as published in The Wall
Street Journal on the date in question.
5. Cashless Exercise. Payment of the exercise price of the option also may
be made by delivery to the Company or its designated agent (in the manner
provided in paragraph 4 above) of an executed irrevocable option exercise form
together with irrevocable instructions to a broker-dealer to sell or margin a
sufficient portion of the shares with respect to which the option is exercised
and deliver the sale or margin loan proceeds directly to the Company to pay the
exercise price and applicable withholding taxes, if any, due in connection with
such cashless exercise.
<PAGE>
6. Delivery of Certificates Upon Exercise of Options. Delivery of a
certificate or certificates representing the purchased shares shall be made
promptly after receipt of notice of exercise and payment of the purchase price
(if other than a cashless exercise) and the amount of any withholding taxes to
the Company, if required; provided, however, that the Company shall have such
time as is necessary to qualify or register such shares under any applicable law
or governmental rule or regulation or list such shares on any securities
exchange or automated quotation system on which the common stock of the Company
is then listed. If the Company so elects, its obligation to deliver shares of
common stock upon the exercise of the option shall be conditioned upon its
receipt from the person exercising the option of an executed investment letter,
in form and content satisfactory to the Company and its legal counsel,
evidencing the investment intent of such person and such other matters as the
Company may reasonably require. In addition, if the Company so elects, the
certificate or certificates representing the shares of common stock issued upon
exercise of the option shall bear a legend in substantially the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE FIRST REGISTERED
THEREUNDER OR UNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF
COUNSEL, WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO THE COMPANY,
TO THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED.
7. Adjustments Upon Change in Common Stock. In the event that before delivery
by the Company of all the shares in respect of which the option is granted, the
Company shall have effected a split of the common stock or a dividend payable in
common stock, or the outstanding common stock of the Company shall have been
combined into a smaller number of shares, the shares still subject to the option
shall be increased or decreased to reflect proportionately the increase or
decrease in the number of shares outstanding, and the exercise price per share
shall be decreased or increased so that the aggregate exercise price for all the
then optioned shares shall remain the same as immediately prior to such split,
dividend or combination. In the event of a reclassification of the common stock
not covered by the foregoing, or in the event of a liquidation, separation or
reorganization, including a merger, consolidation or sale of assets, it is
agreed that the Board of Directors of the Company shall make such adjustments,
if any, as it may deem appropriate in the number of shares, exercise price and
kind of shares still subject to the option.
<PAGE>
8. Change in Control. Anything herein to the contrary notwithstanding, the
option shall vest in full upon the occurrence of a "Change in Control." For
purposes of this Agreement, Change in Control means, with respect to the
Company, any of the following:
(i) any event affecting the Company that would be required to be
reported by a reporting company as a change in control pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(ii) any "person" (as such term is used in Section 13(d) of the
Exchange Act) becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 50% of either the
then outstanding shares of common stock of the Company or the
combined voting power of the then outstanding securities of the
Company;
(iii) at any time during any 24-month period, the individuals who were
serving on the Board of Directors of the Company at the beginning
of such period or who were nominated for election or elected to
such Board during such period by a vote at least two-thirds of
such individuals still in office shall cease to constitute a
majority of such Board;
(iv) any merger or consolidation of the Company with any other
corporation or any sale of all or substantially all of the assets
of the Company, other than a merger, consolidation or sale that
results in the voting securities of the Company outstanding
immediately prior thereto continuing to represent more than 50% of
the combined voting power of the voting securities of the Company
or the surviving entity or any parent thereof outstanding
immediately thereafter; or
(v) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company.
9. Transferability. The option shall be exercisable only by Director or by a
person or entity to which Director is permitted to transfer the option in
accordance with this paragraph 9. The option may be transferred by Director
only as follows:
(i) by will or the laws of descent and distribution upon the death of
Director;
(ii) by gift or a domestic relations order to a "family member" of
Director, as such term is defined in the instructions to Form S-8
under the Securities
<PAGE>
Act of 1933, as amended, including without limitation trusts in
which family members of Director have more than 50% of the
beneficial interest, foundations in which such family members
control the management of assets, and any other entity in which
such family members or Director own more than 50% of the voting
interests; or
(iii) to an entity in which more than 50% of the voting interests are
owned by Director or Director's family members in exchange for an
interest or interests in that entity.
Each permitted transferee will execute an agreement satisfactory to the Company
agreeing to be bound by the terms and provisions of this Agreement; provided,
however, that the vesting and exercisability of the option and the term of the
option shall be determined by reference to Director's performance of director
services for the Company. Any attempted sale, transfer, pledge, exchange,
hypothecation or other disposition of the option not specifically permitted by
this Agreement shall be null and void and without effect.
10. Termination of Directorship on Account of Certain Acts. Anything herein to
the contrary notwithstanding, in the event of the termination of Director's
service as a director of the Company on account of fraud, dishonesty or other
acts detrimental to the interests of the Company or a subsidiary, the option
shall automatically terminate and be null and void as of the date of such
termination.
11. Amendment. This Agreement may be amended, and the terms hereof may be
waived, to the extent permitted by applicable law and regulations in effect from
time to time, only by a written instrument signed by the Company and Director
or, in the case of a waiver, by the party waiving compliance.
<PAGE>
12. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the law of the State of Delaware.
In Witness Whereof, the parties hereto have executed this Agreement to be
effective as of the date first above written.
InterTAN, Inc.
By:______________________________________
Brian E. Levy, President and Chief
Executive Officer
_________________________________________
Director
<PAGE>
EXHIBIT 5.1
<PAGE>
[LETTERHEAD OF INTERTAN, INC.]
February 14, 2000
InterTAN, Inc. Exhibit 5.1
3300 Highway # 7, Suite 904 -----------
Concord, Ontario
L4K 4M3
Dear Sirs:
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") filed with the Securities
and Exchange Commission (the "Commission") in connection with the Company's Plan
for 1999 Non-Employee Director Non-Qualified Stock Options (the "Plan"). The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "Act"), of 210,000 shares of the Company's common stock,
par value $1.00 per share (the "Common Stock"), to be issued and sold under the
Plan.
In furnishing this option, I, or attorneys under my supervision, have
examined the Restated Certificate of Incorporation and By-laws 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 Plan 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, when
issued and paid for in the manner specified in the Plan, will be 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.
Yours truly,
/s/ Jeffrey A. Losch
Jeffrey A. Losch
<PAGE>
EXHIBIT 23.1
<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 of our report dated August 17, 1999, except for Note 13,
as to which the date is September 8, 1999, which appears on page 46 of the 1999
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, 1999.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Toronto, Ontario
February 8, 2000
