Registration No. 333-_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PAMIDA HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 47-0696125
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8800 "F" Street, Omaha, Nebraska 68127
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(Address of Principal Executive Offices) (Zip Code)
Pamida Holdings Corporation
1998 Stock Incentive Plan
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(Full title of the plan)
George R. Mihalko, Senior Vice President and Chief Financial Officer
Pamida Holdings Corporation
8800 "F" Street, Omaha, Nebraska 68127
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(Name and address of agent for service)
(402)339-2400
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(Telephone number, including area code, of agent for service)
Copy to:
Howard J. Kaslow
8712 West Dodge Road, Suite 300
Omaha, NE 68114-3419
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- ------------------- -------------- ---------------- ------------------ ----------------
Common Stock, 500,000 shares $ 6.625(1) $ 3,312,500(2) $ 977.19
par value $.01
per share
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee. The
price is based upon the average of the high and low prices of Pamida
Holdings Corporation Common Stock on the American Stock Exchange on June
June 9, 1998.
(2) The aggregate offering price is based upon the proposed maximum offering
price per share for the shares being registered.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are incorporated by reference
in this registration statement; and 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, as amended (the "Exchange Act"), 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 part
thereof from the date of filing of such documents.
(a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(b) All other reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a) above.
(c) The description of the class of securities being offered contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers, directors, employees, and
agents. Consistent therewith, the registrant's By-Laws require the registrant to
indemnify each of its directors and officers against all expenses, liability,
and loss (including but not limited to attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, and amounts paid or to be paid in settlement)
actually and reasonably incurred in connection with an action, suit, proceeding,
or investigation to which such director or officer was, is, or is threatened to
be made a party by reason of the fact that such person is or was an agent of the
registrant. For purposes of the foregoing provision, an "agent" of the
registrant includes any person (i) who is or was a director or officer of the
registrant or (ii) who is or was serving at the request of the registrant as a
director, officer, employee, trustee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, including employee
benefit plans. The registrant also may, in the discretion of its board of
directors, similarly indemnify any other employee or agent (other than a
director or officer); for purposes of this provision, an "employee" or "agent"
of the registrant (other than a director or officer) includes any person (i) who
is or was an employee or agent of the registrant or (ii) who is or was serving
at the request of the registrant as an employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise. Such indemnification
provisions are subject to the requirements and limitations of Section 145 of the
General Corporation Law of the State of Delaware.
The registrant maintains directors and officers liability insurance for the
benefit of its directors and officers.
The registrant has entered into separate indemnification agreements with
each of its directors, certain of whom are executive officers of the registrant,
pursuant to which the registrant has agreed, among other things, and subject to
certain limitations and exceptions (i) to indemnify such persons to the fullest
extent permitted by law against any claims and expenses incurred in connection
therewith arising out of any event or occurrence relating to their status as
director, officer, employee, agent, or fiduciary of the registrant or of any
other entity as to which they served at the request of the registrant or by
reason of anything done or not done while serving in such capacity and (ii) to
advance any such expenses within two days after a request for such advance is
received by the registrant.
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 (the "Act");
(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 (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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
2. That, for the purpose of determining any liability under the Act, 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 Act
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 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
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 OMAHA, STATE OF NEBRASKA, ON JUNE 10, 1998.
PAMIDA HOLDINGS CORPORATION
By: /s/ Steven S. Fishman
Steven S. Fishman, Chairman of
the Board and Chief Executive
Officer (Principal Executive
Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Pamida Holdings Corporation,
hereby severally and individually constitute and appoint Steven S. Fishman,
Frank A. Washburn, and George R. Mihalko, and each of them individually, the
true and lawful attorneys and agents of each of us to execute in the name, place
and stead of each of us (individually and in any capacity stated below) any and
all amendments to this Registration Statement on Form S-8, and all instruments
necessary or advisable in connection therewith, and to file the same with the
Securities and Exchange Commission, each of such attorneys and agents to have
power to act with or without the others and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by such
attorneys and agents and each of them individually to any and all such
amendments and other instruments.
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 DATE INDICATED.
Name Title Date
/s/ Steven S. Fishman
Steven S. Fishman Chairman of the Board, President, June 10, 1998
Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ Frank A. Washburn
Frank A. Washburn Executive Vice President June 10, 1998
and Director
/s/ George R. Mihalko
George R. Mihalko Senior Vice President and Chief June 10, 1998
Financial Officer
/s/ Todd D. Weyhrich
Todd D. Weyhrich Vice President, Controller and June 10, 1998
Principal Accounting Officer
L. David Callaway III Director _______, 1998
/s/ Stuyvesant P. Comfort
Stuyvesant P. Comfort Director June 10, 1998
/s/ M. Saleem Muqaddam
M. Saleem Muqaddam Director June 10, 1998
/s/ Peter J. Sodini
Peter J. Sodini Director June 10, 1998
PAMIDA HOLDINGS CORPORATION
EXHIBIT INDEX TO
FORM S-8
REGISTRATION STATEMENT
Exhibit No. Description
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5 Opinion of Legal Counsel
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Coopers & Lybrand L.L.P.
ABRAHAMS, KASLOW & CASSMAN
8712 West Dodge Road, Suite 300
Omaha, Nebraska 68114
(402) 392-1250
June 10, 1998
Pamida Holdings Corporation
8800 "F" Street
Omaha, Nebraska 68127
RE: Pamida Holdings Corporation (the "Company") 1998 Stock Incentive Plan
Gentlemen:
We have acted as your counsel in connection with the registration, on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of 500,000 shares of the Company's Common
Stock, $.01 par value per share (the "Stock"), to be issued by the Company
pursuant to the Company's 1998 Stock Incentive Plan (the "Plan"). We have
reviewed the Registration Statement, the certificate of incorporation and
by-laws of the Company, corporate proceedings of the Board of Directors and
stockholders of the Company relating to the issuance of such shares of Stock,
and such other documents, corporate records, and matters of law as we have
deemed necessary to the rendering of the opinions expressed below.
Based upon the foregoing, we are of the opinion that the 500,000 shares of
Stock to be issued by the Company pursuant to the Plan are duly authorized and,
when issued and paid for in the manner contemplated in the Plan, will be legally
issued, fully paid, and non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ABRAHAMS, KASLOW & CASSMAN
By: /s/ Howard J. Kaslow
HJK:clm
INDEPENDENT AUDITORS' CONSENT
We consent to this incorporation by reference in this Registration Statement of
Pamida Holdings Corporation on Form S-8 relating to the Pamida Holdings
Corporation 1998 Stock Incentive Plan of our reports dated March 5, 1998
appearing in the Annual Report on Form 10-K of Pamida Holdings Corporation for
the fiscal year ended February 1, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 2, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Pamida Holdings Corporation on Form S-8 relating to the Pamida Holdings
Corporation 1998 Stock Incentive Plan of our report dated March 26, 1996, on our
audit of the fiscal 1996 consolidated financial statements and financial
statement schedule of Pamida Holdings Corporation and Subsidiary for the year
ended January 28, 1996, which report is included in the Annual Report of Pamida
Holdings Corporation on Form 10-K for the fiscal year ended February 1, 1998.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
June 2, 1998
