As filed with the Securities and Exchange Commission on August 28, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
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 of Principal Executive Offices) (Zip Code)
----------------------
MUSICLAND STORES CORPORATION
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
----------------------
Heidi M. Hoard, Vice President, General Counsel and Secretary
Musicland Stores Corporation
10400 Yellow Circle Drive
Minnetonka, Minnesota 55343
(Name and address of agent for service)
(952) 931-8025
(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, 2,200,000
$.01 par value shares $7.1875 $15,812,500.00 $4,174.50
-------------------- -------------- ------------------ ------------------ --------------
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457 based upon the average of the high and low prices of
the Common Stock as reported on the New York Stock Exchange on August 24, 2000.
If any of the Securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. X
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1
<PAGE>
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement on Form S-8 (SEC No. 333-68275)
filed December 2, 1998, are incorporated herein by reference.
SIGNATURES AND POWER OF ATTORNEY
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 Minnetonka, State of Minnesota, on August 28, 2000.
MUSICLAND STORES CORPORATION
BY: /s/ Jack W. Eugster
--------------------------------
Jack W. Eugster
Chairman, Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Keith A. Benson, Heidi M. Hoard and Andrea
Hageman Snook, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for him or her
and in his or her name, place, and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, including any amendment increasing or decreasing the
amount of securities for which registration is being sought or any registration
statement for the same offering filed in accordance with Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his 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 below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
/s/ Jack W. Eugster Chairman of the Board, Chief Executive August 28, 2000
----------------------- Officer and President and Director
Jack W. Eugster (Principal Executive Officer)
/s/ Keith A. Benson Vice Chairman and Chief Financial August 28, 2000
----------------------- Officer and Director
Keith A. Benson (Principal Financial and Accounting Officer)
2
<PAGE>
/s/ Gilbert L. Wachsman Vice Chairman and Director August 28, 2000
-----------------------
Gilbert L. Wachsman
/s/ Kenneth F. Gorman Director August 25, 2000
-----------------------
Kenneth F. Gorman
/s/ William A. Hodder Director August 24, 2000
-----------------------
William A. Hodder
/s/ Josiah O. Low III Director August 24, 2000
-----------------------
Josiah O. Low III
/s/ Terry T. Saario Director August 24, 2000
-----------------------
Terry T. Saario
/s/ Tom F. Weyl Director August 24, 2000
-----------------------
Tom F. Weyl
/s/ Michael W. Wright Director August 24, 2000
-----------------------
Michael W. Wright
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
5 Opinion of Counsel 5-6
23.1 Consent of Counsel (included in Exhibit 5) 5-6
23.2 Consent of Independent Public Accountants 7
24 Powers of Attorney from Messrs. Eugster, Benson,
Wachsman, Gorman, Hodder, Low, Weyl, Wright and
Ms. Saario (included on signature page) 2-3
4
