As filed with the Securities and Exchange Commission on February 5,
1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PROFFITT'S, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0331040
(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 9388
Alcoa, Tennessee 37701
(Address of principal executive offices)
PROFFITT'S, INC. 1994 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
R. BRAD MARTIN
Chairman and Chief Executive Officer
Proffitt's, Inc.
P.O. Box 9388
Alcoa, Tennessee 37701
(423) 983-7000
(Name, address and telephone number of agent for service)
(with copies to:)
MATTHEW S. HEITER, ESQ. BRIAN J. MARTIN, ESQ.
Waring Cox Proffitt's, Inc.
50 N. Front Street 3455 Highway 80 West
Suite 1300 Jackson, MS 39209
Memphis, Tennessee 38103
CALCULATION OF REGISTRATION FEE
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share (2) Offering Price Fee
Options and
Shares, Common
Stock, $0.10
par value 1,711,000
shares $21.94 $37,539,340 $12,944.60
(1) The Registrant registered 1,200,000 shares on a Form S-8 filed
with the Securities and Exchange Commission on June 23, 1994,
Commission File No. 33-80602. On October 20, 1995, the
Registrant's Board of Directors approved an increase from
1,200,000 to 2,911,000 shares issuable pursuant to options
granted under the Plan. The Registrant is registering the
additional 1,711,000 shares reserved for issuance under the
Plan pursuant to this Registration Statement.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) based upon the
average of the high and low prices of the Common Stock on the
NASDAQ National Market System on January 31, 1996.
PART II
INCORPORATION OF REGISTRATION STATEMENT BY REFERENCE
The contents of the Registrant's Registration Statement on
Form S-8, Commission File No. 33-80602, are incorporated herein by
reference.
Item 8. EXHIBITS
Exhibit Number Description
5 Opinion and Consent of Waring Cox, PLC
24.1 Consent of Waring Cox, PLC (contained in
Exhibit 5)
24.2 Consent of Coopers & Lybrand L.L.P.
25 Powers of Attorney (included on the
Signature pages)
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 Knoxville, State of Tennessee, on the 31st day of January, 1996.
PROFFITT'S, INC.
By: /s/ Julia A. Bentley
Julia A. Bentley,
Senior Vice President and
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officers
and Directors of Proffitt's, Inc., a Tennessee corporation, hereby
constitute and appoint R. Brad Martin, James E. Glasscock and Julia
A. Bentley and each of them, the true and lawful agents and
attorneys-in-fact, and in any one or more of them, to sign for the
undersigned, in their respective names as Officers and Directors of
the Corporation, one or more Registration Statements on Form S-8
(or other appropriate form) to be filed with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of
1933, as amended, and any amendment or supplement to such
Registration Statement, relating to the 1994 Long-Term Incentive
Plan; hereby ratifying and confirming all acts taken by such agents
and attorneys-in-fact, or any one or more of them, as herein
authorized.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on January 31, 1996 by
the following persons in the capacities indicated.
Signature Title
/s/ R. Brad Martin Chairman of the Board and
R. Brad Martin Chief Executive Officer
/s/ James A. Coggin President
James A. Coggin
/s/ James E. Glasscock Executive Vice President,
James E. Glasscock Chief Financial Officer and
Treasurer
/s/ Bernard E. Bernstein Director
Bernard E. Bernstein
/s/ Edmond D. Cicala Director
Edmond D. Cicala
/s/ Ronald de Waal Director
Ronald de Waal
/s/ Michael A. Gross Director
Michael A. Gross
/s/ Richard D. McRae Director
Richard D. McRae
/s/ C. Warren Neel Director
C. Warren Neel
/s/ Harwell W. Proffitt Director
Harwell W. Proffitt
/s/ Gerald Tsai, Jr. Director
Gerald Tsai, Jr.
WARING COX, PLC
50 North Front Street
Suite 1300
Memphis, Tennessee 38103
February 5, 1996
Proffitt's, Inc.
115 North Calderwood
Alcoa, Tennessee 37703
Gentlemen:
We have acted as counsel to Proffitt's, Inc., a Tennessee
corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration
Statement"), pursuant to the Securities Act of 1933, as amended,
relating to the Company's 1994 Long-Term Incentive Plan (the
"Plan"). This opinion is being furnished in response to Item 601
of Regulation S-K and the instructions to Form S-8.
We are familiar with the proceedings to date with respect to
the proposed offering and have examined such records, documents
and matters of law and satisfied ourselves as to such matters of
fact as we have considered relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and
existing under the laws of the State of Tennessee and is
duly authorized to carry on the business in which it is
engaged.
2. The Plan has been duly and validly authorized and
adopted, and the 1,711,000 shares of Common Stock of the
Company, $.10 par value (the "Shares") that may be issued
and sold from time to time upon the exercise of options
granted in accordance with the Plan have been duly
authorized for issuance and will, when issued, sold and paid
for in accordance with the Plan, be validly issued, fully
paid and non-assessable.
We do not purport to cover herein the application of the
securities laws of various states to sales of the Shares.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
WARING COX, PLC
/s/ WARING COX, PLC
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Proffitt's, Inc. on Form S-8 of our reports dated
March 17, 1995, on our audits of the financial statements and
financial statement schedules of Proffitt's, Inc. as of January
28, 1995 and January 29, 1994, and for each of the three years in
the period ended January 28, 1995, which resports are on page 26
of the 1994 Annual Report to Shareholders and in the 1994 Form
10-K, respectively.
Coopers & Lybrand L.L.P.
Atlanta, Georgia
February 2, 1996
