As filed with the Securities and Exchange Commission on December 2, 1998
Registration 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
MUSICLAND STORES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 41-1623376
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10400 Yellow Circle Drive, Minnetonka, Minnesota 55343
(Address, including zip code, of Registrant's Principal Executive Offices)
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MUSICLAND STORES CORPORATION
1998 STOCK INCENTIVE PLAN
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Heidi M. Hoard, Vice President, General Counsel and Secretary
Musicland Stores Corporation
10400 Yellow Circle Drive
Minnetonka, Minnesota 55343
(612) 931-8025
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- -------------------- -------------- ----------------- ------------------ --------------
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to registered Offering Price Aggregate Offering Registration
be registered Per Share(1) Price(1) Fee
- -------------------- -------------- ----------------- ------------------ --------------
Common Stock, 2,000,000
$.01 par value shares $14.0625 $28,125,000.00 $8,296.88
- -------------------- -------------- ----------------- ------------------ --------------
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457 based upon $14.0625, the average of the high and low
prices reported on the New York Stock Exchange on December 1, 1998.
<PAGE>
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:
(a) Annual Report on Form 10-K (Commission File No. 1-11014), filed
March 13, 1998, for the fiscal year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q (Commission File No. 1-11014), filed
May 12, 1998, for the quarterly period ended March 31, 1998;
(c) Quarterly Report on Form 10-Q (Commission File No. 1-11014), filed
August 12, 1998, for the quarterly period ended June 30, 1998;
(d) Quarterly Report on Form 10-Q (Commission File No. 1-11014), filed
November 13, 1998, for the quarterly period ended September 30, 1998; and
(e) The description of the Registrant's common stock contained in the
Registrant's Form S-1 Registration Statement (Commission File No. 33-35774)
covering common stock initially filed on July 6, 1990 which was incorporated by
reference in the Registrant's Form 8-A Registration Statement (Commission File
No. 1-11014) filed on January 16, 1992.
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 hereof and prior to the filing of a post-effective amendment to the
registration statement which indicates that all of the shares of common stock
offered have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the respective dates 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation provides that
the Registrant shall indemnify to the fullest extent permitted by the General
Corporation Law of the State of Delaware ("Delaware Law") any director or
officer who is or was a party to any civil, criminal, administrative or
investigative suit or proceeding by reason of the fact that he or she is or was
a director or officer of the Company or is or was serving another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Company including service with respect to employee benefit plans; provided that
the Company shall indemnify any person seeking indemnity in connection with an
action (or part thereof) initiated by such person only if the action (or part
thereof) was authorized by
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<PAGE>
the Board of Directors. In addition, the Company may, by action by the Board of
Directors, provide indemnification to employees and agents with the same scope
and effect as the foregoing indemnification of directors and officers.
Under Section 145 of Delaware Law, a corporation may indemnify a director,
officer, employee or agent of the corporation (or other entity if such person is
serving in such capacity at the corporation's request) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of an action
brought by or in the right of a corporation, the corporation may indemnify a
director, officer, employee or agent of the corporation (or other entity if such
person is serving in such capacity at the corporation's request) against
expenses (including attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless a court determines that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses as the court shall deem proper.
Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation.
Policies of insurance are maintained by the Registrant under which
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been a
director or officer.
The Registrant's Restated Certificate of Incorporation provides that, to
the fullest extent permitted by the Delaware Law, no director shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware Law or
(iv) for any transaction from which the director derived any improper personal
benefit.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The following Exhibits are a part of this Registration Statement.
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<PAGE>
Exhibit No.
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5 Opinion of Linda Alsid Ruehle, Assistant General Counsel
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney (included on Signature Pages)
ITEM 9. UNDERTAKINGS.
*(a) 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 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;
(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 (i) and (ii) above will not
apply if the information required by those paragraphs to be included in
a post-effective amendment 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.
*(b) The undersigned Registrant hereby 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 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.
*(h) 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
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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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* Paragraph references correspond to those of Item 512 of Regulation S-K
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 Minnetonka, Minnesota, as of the 30th day of November, 1998.
MUSICLAND STORES CORPORATION
BY: /s/ Jack W. Eugster
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Jack W. Eugster
Chairman, President and
Cheif Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes
and appoints Keith A. Benson, Heidi M. Hoard and Linda Alsid Ruehle, or any of
them, as his/her true and lawful attorney(s)-in-fact with full power of
substitution to execute in the name and on behalf of such person, individually
and in each capacity stated below, and to file, any and all amendments to the
Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
/s/ Jack W. Eugster Date: November 30, 1998
--------------------
Jack W. Eugster
Chairman of the Board, President
and Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Keith A. Benson Date: November 30, 1998
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Keith A. Benson
Vice Chairman and CFO and Director
(Principal Financial and Accounting Officer)
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/s/ Gilbert L. Wachsman Date: November 30, 1998
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Gilbert L. Wachsman
Vice Chairman and Director
/s/ Kenneth F. Gorman Date: November 30, 1998
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Kenneth F. Gorman
Director
/s/ William A. Hodder Date: November 30, 1998
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William A. Hodder
Director
/s/ Josiah O. Low III Date: December 1, 1998
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Josiah O. Low III
Director
/s/ Terry T. Saario Date: November 30, 1998
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Terry T. Saario
Director
/s/ Tom F. Weyl Date: November 30, 1998
---------------
Tom F. Weyl
Director
/s/ Michael W. Wright Date: November 30, 1998
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Michael W. Wright
Director
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<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page No.
- ----------- ----------- --------
5 Opinion of Linda Alsid Ruehle, Assistant General
Counsel 8
23.1 Consent of Counsel (included in Exhibit 5) 8
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants 9
24 Powers of Attorney (included on signature page) 5
7
MUSICLAND STORES CORPORATION
10400 Yellow Circle Drive Minnetonka, Minnesota 55343
o (612) 931-8050 o Fax: (612) 931-8047
EXHIBIT 5
Linda Alsid Ruehle
Assistant General Counsel
December 2, 1998
Board of Directors
Musicland Stores Corporation
10400 Yellow Circle Drive
Minnetonka, Minnesota 55343
This opinion is rendered in connection with the filing by Musicland Stores
Corporation (the "Registrant") with the Securities and Exchange Commission under
the Securities Act of 1933 of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the issuance by the Registrant of up
to 2,000,000 shares of Common Stock, $.01 par value, pursuant to stock options
and other stock incentives granted under the Musicland Stores Corporation 1998
Stock Incentive Plan. Please be advised that as counsel to the Registrant, and
based upon examination of such corporate documents and records as I have deemed
necessary or advisable for the purposes of this opinion, it is my opinion that:
1. The Registrant is a validly existing corporation in good standing
under the laws of the State of Delaware; and
2. The shares of Common Stock being offered by the Registrant
pursuant to stock options and other stock incentives, will when
issued and paid for be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ LINDA ALSID RUEHLE
Linda Alsid Ruehle
Assistant General Counsel and Assistant Secretary
8
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 21, 1998,
included in Musicland Stores Corporation's Form 10-K for the year ended December
31, 1997, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
December 2, 1998
9
