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As filed with the Securities and Exchange Commission
on July 19, 1999
Registration No.333- ______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
Form S-8
Registration Statement
Under
The Securities Act of 1933
SAKS INCORPORATED
Tennessee 62-0331040
(State of Incorporation) (IRS Employer Identification No.)
750 Lakeshore Parkway
Birmingham, Alabama 35211
(205) 940-4000
(Address of Principal Executive Office)
Saks Incorporated 1994 Long-Term Incentive Plan
(Full title of the plan)
R. Brad Martin
Chairman of the Board and Chief Executive Officer
Saks Incorporated
750 Lakeshore Parkway
Birmingham, AL 35211
205-940-4000
(Name, address and telephone number of agent for service)
Copies to:
Philip L. McCool, Esq. Brian J. Martin, Esq.
Sommer & Barnard, PC Saks Incorporated
4000 Bank One Tower 750 Lakeshore Parkway
Indianapolis, Indiana 46204Birmingham, Alabama 35211
(317) 630-4000 (205) 940-4980
________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount maximum maximum Amount
class of securities to be offiering price aggregate of registr-
to be registered registered per share offering price ation fee
- ------------------ --------- ---------- -------------- -----------
Common Stock, $.10
par value.......... 5,000,000 $25.50(1) $127,000,000(1) $35,306
Preferred Stock
Purchase Rights 5,000,000 (2) (2) (2)
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis
of the average of the high and low prices of the Common Shares reported
on the New York Stock Exchange on July 14, 1999.
(2) No additional consideration will be paid for the Preferred Stock Purchase
Rights.
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Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below, and all documents filed by
Registrant pursuant to Sections 13(a), 13(c) 14 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement for the Saks Incorporated 1997 Stock-Based
Incentive Plan (the "Plan") 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, are deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing of this Registration Statement:
(a) The Registrant's Annual Report filed with the Securities
Exchange Commission ("SEC") on April 30, 1999 on Form 10-
K for the fiscal year ended January 30, 1999;
(b) The Registrant's Quarterly Report filed with the SEC on
June 15, 1999 for the fiscal quarter ended May 1, 1999;
(c) The Registrant's Registration Statement on Form 8-A filed
March 26, 1998 in respect of the Proffitt's Rights
Agreement; and
(d) The information contained in "Description of Proffitt's
Capital Stock" in the Registrant's Registration Statement
on Form S-4 (Reg. No. 333-17059) filed with the
Securities and Exchange Commission on July 29, 1998.
Item 4. Description of Securities.
Not applicable
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The By-Laws of Registrant provide that Registrant shall
indemnify to the full extent authorized or permitted by the
Tennessee Business Corporation Act any person made, or threatened
to be made, a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person, or such
person's testate or intestate, is or was an officer or director of
Registrant or serves or served as an officer or director of any
other enterprise at the request of Registrant.
Section 48-18-503 of the Tennessee Business Corporation Act
provides for "mandatory indemnification," unless limited by the
charter, by a corporation against reasonable expenses incurred by
a director who is wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party by
reason of the director being or having been a director of the
corporation. Section 48-18-504 of the Tennessee Business
Corporation Act states that a corporation may, in advance of the
final disposition of a proceeding, reimburse reasonable expenses
incurred by a director who is a party to a proceeding if the
director furnishes the corporation with a written affirmation of
the director's good faith belief that the director has met the
standard of conduct required by Section 48-18-502 of the Tennessee
Business Corporation Act, that the director will repay the advance
if it is ultimately determined that such director did not meet the
standard of conduct required by Section 48-18-502 of the Tennessee
Business Corporation Act, and that those making the decision to
reimburse the director determine that the facts then known would
not preclude indemnification under the Tennessee Business
Corporation Act. Section 48-18-507 of the Tennessee Business
Corporation Act provides for mandatory indemnification, unless
limited by the charter, of officers pursuant to the provisions of
Section 48-18-503 of the Tennessee Business Corporation Act
applicable to mandatory indemnification of directors.
Registrant's By-Laws further provide that Registrant may
purchase and maintain insurance on behalf of any person who is or
was or has agreed to become a director or officer of Registrant, or
is or was serving at the request of Registrant as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against such
person and incurred by such person or on such person's behalf in
any such capacity, or arising out of such person's status as such,
whether or not Registrant would have the power to indemnify such
person against such liability under the By-Laws, provided that such
insurance is available on acceptable terms as determined by a
majority of Registrant's Board of Directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Saks Incorporated 1994 Long-Term Incentive
Plan (incorporated by reference to Exhibit
10.53 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January
30, 1999)
5.1 Opinion of Sommer & Barnard, PC
23.1 Consent of PricewaterhouseCoopers LLP
24.0 Power of Attorney (on signature page)
_________________
Item 9. Undertakings.
The undersigned 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 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 the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
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 the 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) If the Registrant is a foreign private issuer, to
file a post-effective amendment to the Registration Statement
to include any financial statements required by Section 210.3-19 of
this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided that the Registrant includes
in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as
the date of those financial statements.
(5) For the 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 (and, where applicable,
each filing of an employee benefit plan 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.
(6) 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 described in Item 15, 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.
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 Birmingham, State of Alabama, on
the 19th day of July, 1999.
Saks Incorporated
By: /s/ Brian J. Martin
_____________________________
Brian J. Martin
Executive Vice President
of Law
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Brian J. Martin
and Julia A. Bentley, and each of them, his or her true and lawful
attorney-in-fact and agent with full power of substitution for him
or her in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including pre-effective
and post-effective amendments) to this Registration Statement, and
to file the same with all exhibits thereto and other documents in
connection therewith, including any Registration Statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, with the
Securities and Exchange Commission, grants unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all
that said attorneys-in-fact and agents or their or his or her
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on July 19, 1999 by the
following persons in the capacities indicated.
/s/ R. Brad Martin Chairman of the Board and
- ------------------------------ Chief Executive Officer
R. Brad Martin
(Principal Executive Officer)
Vice Chairman and Director
- ------------------------------
Ronald deWaal
/s/ Douglas E. Coltharp Executive Vice President and
- ------------------------------ Chief Financial Officer
Douglas E. Coltharp
(Principal Financial Officer)
/s/ Donald E. Wright Senior Vice President of Finance
- ------------------------------ and Chief Accounting Officer
Donald E. Wright
(Principal Accounting Officer)
- ------------------------------
Bernard E. Bernstein Director
/s/ Stanton J. Bluestone
- ------------------------------
Stanton J. Bluestone Director
- ------------------------------
John W. Burden, III Director
/s/ Edmond D. Cicala
- ------------------------------
Edmond D. Cicala Director
/s/ James A. Coggin
- ------------------------------
James A. Coggin Director
/s/ Julius W. Erving
- ------------------------------
Julius W. Erving Director
/s/ Michael S. Gross
- ------------------------------
Michael S. Gross Director
- ------------------------------
Donald E. Hess Director
/s/ G. David Hurd
- ------------------------------
G. David Hurd Director
- ------------------------------
Philip B. Miller Director
/s/ Robert M. Mosco
- ------------------------------
Robert M. Mosco Director
/s/ C. Warren Neel
- ------------------------------
C. Warren Neel Director
/s/ Charles J. Philippin
- ------------------------------
Charles J. Philippin Director
- ------------------------------
Stephen I. Sadove Director
- ------------------------------
Marguerite W. Sallee Director
- ------------------------------
Gerald Tsai, Jr. Director
INDEX TO EXHIBITS FILED
TO REGISTRATION STATEMENT ON
FORM S-8 OF SAKS INCORPORATED
Sequentially
Exhibit Numbered
No. Description Page
4.1 Saks Incorporated 1994 Long-Term Incentive
Plan (incorporated by reference to
Exhibit10.53 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended January
30, 1999)
5.1 Opinion of Sommer & Barnard, PC
23.1 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (on signature page)
_________________
Sommer & Barnard, PC
4000 Bank One Tower
111 Monument Circle
Indianapolis, Indiana 46204
Phone: (317) 630-4000
Fax: (317) 236-9802
July 19, 1999
Board of Directors
Saks Incorporated
750 Lakeshore Parkway
Birmingham, Alabama 35211
RE: Registration Statement on Form S-8 of Saks Incorporated
Gentlemen:
We have acted as counsel to Saks Incorporated ("Saks") in
connection with the preparation and filing with the Securities and
Exchange Commission of the Registration Statement on Form S-8 the
"Registration Statement") which covers the registration under the
Securities Act of 1933 of 5,000,000 shares of Saks common stock,
$.10 par value (the "Registered Shares") to be offered orsold
pursuant to the Saks Incoporated 1994 Long-Term Incentive Plan (the
"Plan").
In that capacity, and for purposes of giving the opinion set
forth in this letter, we have examined and reviewed the
instruments, documents, statements and records of Saks we deemed
relevant and necessary to examine and rely upon for the purpose of
this opinion.
Based on the foregoing, and such other matters as we deem
appropriate, we hereby advise you that we are of the opinion that,
when issued and delivered by Saks in accordance with the Plan, the
Registered Shares will be duly authorized, validly issued, fully
paid and non-assessable.
We hereby consent to the reference to this firm under the
caption "Legal Matters" in the Prospectus forming part of the
Registration Statement and to the inclusion of this opinion as
Exhibit 5.1 to the Registration Statement.
Respectfully,
SOMMER & BARNARD, PC
/s/ Sommer & Barnard, PC
PLM/
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 16,
1999 relating to the financial statements and financial statement
schedules of Saks Incorporated and Subsidiaries, which appears in
Saks Incorporated's Annual Report on Form 10-K for the year ended
January 30, 1999.
PricewaterhouseCoopers, LLP
/s/ PricewaterhouseCoopers, LLP
Birmingham, Alabama
