Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
VENTURE STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-0914490
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 East Terra Lane
O'Fallon, Missouri 63366
(Address of principal executive offices) (Zip Code)
VENTURE STORES, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
________________
Russell E. Solt
Executive Vice President
Venture Stores, Inc.
2001 East Terra Lane
O'Fallon, Missouri 63366
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(314) 281-5500
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Amount Proposed Proposed maximum Amount
Securities to be Maximum Aggregate Of
to be Registered Offering Offering Registration
Registered Price Per Price(1) Fee
Share(1)
- -----------------------------------------------------------------
Common 350,000 $2.69 $941,500.00 $286.00
Stock, shares
$1.00 par
value(2)
=================================================================
(Footnotes on following page)
(1) Estimated solely for purposes of computing the Registration
Fee pursuant to the provisions of Rule 457(h), based upon a price
of $2.69 per share, being the average of the high and low prices
per share as reported in the consolidated reporting system for
June 18, 1997.
(2) The shares of Common Stock registered hereunder include
Preferred Stock Purchase Rights. Prior to the occurrence of
certain events, the Rights will not be exercisable or evidenced
separately from the Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Venture Stores, Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year
ended January 25, 1997.
(ii) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 26, 1997.
(iii) The description of the Company's Common Stock and
Preferred Stock Purchase Rights set forth in the
Company's Registration Statement on Form S-1 (File No.
33-35452), which descriptions were incorporated by
reference into the Company's Registration Statement on
Form 8-A dated August 3, 1990 (File No. 1-10590),
including any amendment or report filed for the purpose
of updating such descriptions.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date of
this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be made a part hereof from
the date of filing of such documents. Any statement contained
herein or in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in a subsequently filed document incorporated herein by reference
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 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law
("DGCL") permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its shareowners 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 corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for payments of
unlawful dividends or unlawful stock repurchases or redemptions,
or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's Restated Certificate of
Incorporation contains such a provision.
Section 145 of the DGCL provides that a corporation may
indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation (a "derivative action")),
if they acted in good faith and in a manner they 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 their conduct was
unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of
other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, shareowner vote,
agreement or otherwise.
The Company's Amended and Restated By-laws provide that the
directors and officers shall be indemnified against liabilities
arising from their services as directors or officers to the
fullest extent permitted by Delaware law. The Company has entered
into indemnification agreements with each director and certain
executive officers of the Company. Each indemnification agreement
provides, among other things, (i) for indemnification to the
fullest extent permitted by law against all expenses, judgments,
fines, penalties incurred in connection with, and amounts paid in
settlement of, any claim against the indemnified party, provided
it is determined pursuant to the agreement that the indemnitee is
entitled to be indemnified under the applicable standard of
conduct under the DGCL; (ii) for advancement of expenses to the
indemnitee in connection with the indemnitee's defense of any
threatened or pending claim, provided that, if it is determined
pursuant to the agreement that the indemnitee would not be
permitted to be indemnified under applicable law, the Company
shall be entitled to be reimbursed by the indemnitee for all such
amounts previously paid; (iii) for the creation of a trust for
the benefit of the indemnitee in the event of a potential change
in control of the Company which shall be funded from time to time
at the request of the indemnitee in an amount sufficient to
satisfy the Company's indemnification obligations under the
agreement; and (iv) that no legal action be brought and no cause
of action be asserted by or on behalf of the Company against the
indemnitee after the expiration of the earlier of the applicable
statute of limitations or two years from the date of accrual of
such cause of action. Similar indemnification agreements may be
entered into from time to time with additional directors and/or
officers of the Company. The Company maintains customary
directors' and officers' insurance policies.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to such provisions, the
Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in such Act and is therefore unenforceable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated
herein by reference:
4.1 Restated Certificate of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 2, 1991, is incorporated herein by
reference.
4.2 Amended and Restated By-laws of the Company, filed
as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 27,
1996, is incorporated herein by reference.
4.3 Certificate of Designations, Preferences and Rights
of Junior Participating Preferred Stock, filed as
Exhibit 3.3 to the Company's Annual Report on Form
10-K for the fiscal year ended February 2, 1991, is
incorporated herein by reference.
4.4 Certificate of Designations of Cumulative
Convertible Preferred Stock, filed as Exhibit 4.1 to
the Company's Registration Statement on Form S-1
(Registration No. 33-46583), is incorporated herein
by reference.
4.5(a) Rights Agreement between the Company and Boatmen's
Trust Company, filed as Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 2, 1991, is incorporated herein by
reference.
4.5(b) Assignment and Assumption Agreement between the
Company, Boatmen's Trust Company and Mellon
Securities Trust Company, filed as Exhibit 4.1(b) to
the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1993, is incorporated
herein by reference.
4.5(c) Assignment and Assumption Agreement between the
Company, Mellon Securities Trust Company and the
Bank of New York, filed as Exhibit 4.1(c) to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 27, 1996, is incorporated herein
by reference.
4.6 Venture Stores, Inc. 1997 Stock Option Plan, filed
as Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 25,
1997, is incorporated herein by reference.
5 Opinion of Rick L. Matejka as to the legality of the
securities to be registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Rick L. Matejka (set forth in Exhibit 5
hereto).
24 Power of Attorney (set forth on signature page
hereto).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and
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, Form S-8 or Form F-3, 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.
(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 Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report 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.
(c) 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 provisions described under Item 6, 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 Securities Act of 1933, 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 Securities Act of 1933 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 O'Fallon,
State of Missouri, on June 20, 1997.
VENTURE STORES, INC.
By:/s/Robert N. Wildrick
Robert N. Wildrick
Chairman of the Board
President and Chief
Executive Officer
We, the undersigned officers and directors of Venture
Stores, Inc., hereby severally and individually constitute and
appoint Robert N. Wildrick, Russell E. Solt and Eugene Caldwell,
and each of them, the true and lawful attorneys and agents of
each of us, with full power of substitution and resubstitution 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,
together with any and all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, each of said attorneys and agents to have the 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 our
said attorneys and agents and each of them to any and all such
amendments and 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.
SIGNATURE TITLE DATE
/s/Robert N. Wildrick
Robert N. Wildrick Chairman of the Board, June 20, 1997
President and Chief
Executive Officer
(Principal Executive
Officer)
/s/Eugene Caldwell
Eugene Caldwell Senior Vice President- June 20, 1997
Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/Kimberly A. Delsing
Kimberly A. Delsing Director June 20, 1997
/s/James H. Ferstl
James H. Ferstl Director June 20, 1997
/s/Timothy F. Finley
Timothy F. Finley Director June 20, 1997
/s/H. Edwin Trusheim
H. Edwin Trusheim Director June 20, 1997
/s/Lawrence J. Young
Lawrence J. Young Director June 20, 1997
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 2, 1991, is incorporated herein by
reference.
4.2 Amended and Restated By-laws of the Company, filed
as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 27,
1996, is incorporated herein by reference.
4.3 Certificate of Designations, Preferences and Rights
of Junior Participating Preferred Stock, filed as
Exhibit 3.3 to the Company's Annual Report on Form
10-K for the fiscal year ended February 2, 1991, is
incorporated herein by reference.
4.4 Certificate of Designations of Cumulative
Convertible Preferred Stock, filed as Exhibit 4.1 to
the Company's Registration Statement on Form S-1
(Registration No. 33-46583), is incorporated herein
by reference.
4.5(a) Rights Agreement between the Company and Boatmen's
Trust Company, filed as Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 2, 1991, is incorporated herein by
reference.
4.5(b) Assignment and Assumption Agreement between the
Company, Boatmen's Trust Company and Mellon
Securities Trust Company, filed as Exhibit 4.1(b) to
the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1993, is incorporated
herein by reference.
4.5(c) Assignment and Assumption Agreement between the
Company, Mellon Securities Trust Company and the
Bank of New York, filed as Exhibit 4.1(c) to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 27, 1996, is incorporated herein
by reference.
4.6 Venture Stores, Inc. 1997 Stock Option Plan, filed
as Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 25,
1997, is incorporated herein by reference.
5 Opinion of Rick L. Matejka as to the legality of the
securities to be registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Rick L. Matejka (set forth in Exhibit 5
hereto).
24 Power of Attorney (set forth on signature page
hereto).
EXHIBIT 5
June 20, 1997
Venture Stores, Inc.
2001 East Terra Lane
O'Fallon, Missouri 63366
Re: Registration Statement on Form S-8 re 350,000 Shares
of Venture Stores, Inc. Common Stock, par value $1.00
Ladies and Gentlemen:
In connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission pertaining to the proposed issuance by
Venture Stores, Inc. (the "Company") of up to 350,000 shares of
the Company's Common Stock, par value $1.00 per share (the
"Shares"), as provided in the Venture Stores, Inc. 1997 Stock
Option Plan (the "Plan"), I have examined such corporate records
of the Company, such laws and such other information as I have
deemed relevant to the opinions expressed below, including the
Company's Restated Certificate of Incorporation, By-laws, and
resolutions adopted by the Board of Directors of the Company. In
delivering this opinion, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as certified, photostatic or conformed copies,
and the authenticity of the originals of all such latter
documents.
Based solely on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and is validly existing
under the laws of the State of Delaware; and
2. The Shares to be issued by the Company pursuant to the
Plan have been duly authorized and, when issued by the Company in
accordance with the Plan, will be validly issued, fully paid and
non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Rick L. Matejka
Rick L. Matejka
Assistant General Counsel
EXHIBIT 23.1
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 March 27, 1997, incorporated by reference in Venture
Stores, Inc.'s Form 10-K for the year ended January 25, 1997, and
to all references to our firm included in this registration
statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
June 20, 1997
