<PAGE> 1
As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
SUN TELEVISION AND APPLIANCES, INC.
(Exact name of Registrant as specified in its charter)
Ohio 31-1178151
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6600 Port Road
Groveport, Ohio 43125
(Address of Registrant's principal executive offices)
----------------------
SUN TELEVISION AND APPLIANCES, INC.
1991 STOCK OPTION PLAN
(Full Title of the Plan)
----------------------
R. Carter Pate
Chairman of the Board and Chief Executive Officer
Sun Television and Appliances, Inc.
6600 Port Road
Groveport, Ohio 43125
(614) 492-5600
(Name, address and telephone number of agent for service)
----------------------
Copies of Correspondence to:
Richard A. Cheap, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of Aggregate
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share* Price* Fee*
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value....... 500,000 $2.56 $1,280,000.00 $388.00
- --------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of Sun
Television Common Stock as reported on the Nasdaq National Market System on
October 27, 1997.
This Registration Statement shall be deemed to cover an indeterminate
number of additional shares of Sun Television and Appliances, Inc. Common Stock,
$.01 par value, as may be issuable pursuant to future stock dividends, stock
splits or similar transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Sun
Television and Appliances, Inc. 1991 Stock Option Plan, specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1). Such documents are
not filed as part of this Registration Statement in accordance with the Note to
Part I of the Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Post-Effective Amendment No. 2 to the Form S-8
Registration Statement previously filed with the Securities and Exchange
Commission by the Registrant on August 12, 1994, Registration No. 33-44932, are
hereby incorporated by reference herein.
<PAGE> 3
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 Columbus, State of Ohio, on October 29, 1997.
SUN TELEVISION AND APPLIANCES, INC.
By: /s/ R. Carter Pate
--------------------------------------------------
R. Carter Pate, Chairman of the Board and CEO
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
---------- ------- -------
<S> <C> <C>
/s/ R. Carter Pate Chairman of the Board ) October 29, 1997
- ------------------------ Chief Executive Officer )
R. Carter Pate )
)
)
/s/ John J. Lynch Chief Financial Officer, ) October 29, 1997
- ------------------------ Treasurer and Controller )
John J. Lynch (Principal Accounting Officer )
and Principal Financial Officer) )
)
)
*Macy T. Block Director ) October 29, 1997
- ------------------------ )
Macy T. Block )
)
)
*Ned L. Sherwood Director ) October 29, 1997
- ------------------------ )
Ned L. Sherwood )
)
)
)
*Thomas Epstein Director ) October 29, 1997
- ------------------------ )
Thomas Epstein )
)
)
*Paul D. Bauer Director ) October 29, 1997
- ------------------------ )
Paul D. Bauer )
)
)
*Brady J. Churches Director ) October 29, 1997
- ------------------------ )
Brady J. Churches )
)
)
*Frank Doczi Director ) October 29, 1997
- ------------------------ )
Frank Doczi )
)
)
*By: /s/ John J. Lynch )
- ------------------------ )
John J. Lynch, Attorney-in-fact )
</TABLE>
<PAGE> 4
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
SUN TELEVISION AND APPLIANCES, INC.
----------------------
EXHIBITS
----------------------
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
- -------- --------------- ----------------
<S> <C> <C>
4(a) * Sun Television and Appliances, Inc. Amended and
Restated 1991 Stock Option Plan.
4(b) Second Amended and Restated Articles of Incorporation of
Sun Television and Appliances, Inc. (Exhibit 4(b) to
Post-Effective Amendment No. 2 to Registration
Statement on Form S-8 (Registration No. 33-44932), and
incorporated herein by reference).
4(c) Code of Regulations of Sun Television and Appliances, Inc.
(Exhibit 4(c) to Post-Effective Amendment No. 2 to Registration
Statement on Form S-8 (Registration No. 33-44932), and
incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit
5 filed herewith).
23(b) * Consent of Coopers & Lybrand.
24 * Powers of Attorney.
</TABLE>
- ----------------------
* Filed with this Registration Statement
<PAGE> 1
Exhibit 4(a)
SUN TELEVISION AND APPLIANCES, INC.
AMENDED AND RESTATED 1991 STOCK OPTION PLAN
1. PURPOSE. This plan (the "Plan") is intended as an incentive and to encourage
stock ownership by certain key employees of and other key persons who render
services to Sun Television and Appliances, Inc., an Ohio corporation (the
"Company"), and any current or future subsidiaries or parent by the granting of
stock options (the "Options") as provided herein. The Options granted under the
Plan may be either incentive stock options which meet the requirements of
Section 422A of the Internal Revenue Code of 1986, as amended (the "Code")
("ISOs"), or options which do not meet such requirements ("Non-Statutory
Options"). Subject to the provisions of subparagraphs 2(c) and 3(a), the
committee referred to in paragraph 2 shall determine which Options are to be
ISOs and which are to be Non-Statutory Options and shall enter into option
agreements with the recipients accordingly.
2. ADMINISTRATION.
(a) The Plan shall be administered by a committee (the "Committee") of not
less than three members of the Company's Board of Directors (the "Board")
appointed by the Board. In the event that the class of shares subject to
Options is registered under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Act"), all members of the Committee shall be "disinterested
persons" as defined in Rule 16b-3(b) under the Act. The Board may remove or add
members of the Committee.
(b) Subject to the provisions of the Plan, the Committee is authorized to
establish such rules and regulations as it may deem appropriate for its conduct
and for the proper administration of the Plan, to make all determinations under
and interpretations of, and to take such actions in connection with, the Plan or
the Options granted thereunder as it may deem necessary or advisable.
(c) Anything contained herein to the contrary notwithstanding, the right
is reserved to the Board, without action by the Committee, to grant options to
purchase not more than 8,000 Shares to such persons and exercisable at such
price and upon such terms as shall be determined by the Board. In the event that
any such Option shall be granted to any person who is a member of the Board,
such grant shall be approved by the affirmative votes of a majority of the
disinterested directors.
3. ELIGIBILITY.
(a) Options may be granted to such key employees of (or, in the case of
Non-Statutory Options only, to others, including directors, who are not
employees but who render services to) the Company or its subsidiaries or
parent as the Committee shall select from time to time (the "Optionees");
PROVIDED, HOWEVER, that no person who is not an employee shall be eligible to
receive any Option unless a majority of the Board of Directors approves such
eligibility, and no member of the Board of Directors shall be eligible to
receive any option unless a majority of the Board of Directors approves such
eligibility and the majority of Directors acting in the matter are
"disinterested persons" within the meaning of Rule 16b-3(b) under the Act. The
term "key employees" shall include officers, executives and supervisory
personnel. The terms "subsidiary" and "parent" as used in the Plan shall have
the respective meanings set forth in sections 425(f) and (e) of the Internal
Revenue Code. More than one option may be granted to one individual.
(b) No ISO may be granted to an individual who, at the time an ISO is
granted, is considered under section 422A(b)(6) of the Internal Revenue Code as
owning stock possessing more than 10 percent of the total combined voting power
of all classes of stock of the Company or of its parent or any subsidiary
corporation; PROVIDED, HOWEVER, this restriction shall not apply if at the time
such ISO is granted the option price per share of such ISO shall be at least
110% of the fair market value of such share, and such ISO by its terms is not
exercisable after the expiration of five years from the date it is granted.
(c) The aggregate fair market value (determined as of the date the ISO is
granted) of Shares with respect to which ISOs are exercisable for the first time
by any Optionee during any calendar year under the Plan or any other ISO plan of
the Company or a parent or subsidiary of the Company may not exceed $100,000.
This subparagraph 3(c) has no application to Options granted under the Plan as
Non-Statutory Options.
<PAGE> 2
(d) The fair market value of the Shares will be determined without regard
to any restrictions other than a restriction which, by its terms, will never
lapse.
4. STOCK. The stock subject to Options under the Plan shall be shares of the
Company's common stock, par value $.01 per share ("Shares"), either
authorized and unissued or from treasury. The aggregate number of Shares for
which Options may be granted under the Plan (including Options granted pursuant
to subparagraph 2(c)) shall not exceed 3,000,000, subject to adjustment in
accordance with the terms of paragraph 11 hereof. The unpurchased Shares
subject to terminated or expired Options may again be offered under the Plan.
5. TERMS AND CONDITIONS OF OPTIONS. Subject to the provisions of subparagraph
2(c), all Options granted shall be authorized by the Committee and shall be
evidenced by stock option agreements in writing ("Stock Option Agreements"),
in the form attached hereto as Exhibit A, or in such other form and containing
such terms and conditions not inconsistent with the provisions of this Plan as
the Committee shall from time to time determine.
6. PRICE. Subject to the provisions of subparagraph 2(c), the option price
per Share of each Option granted under the Plan shall not be less than the fair
market value (determined without regard to any restrictions other than a
restriction which, by its terms, will never lapse) of a Share on the date of
grant of such Option. In the event that the Shares are publicly traded, the term
"fair market value" shall mean (a) the average of the highest and lowest sale
prices quoted in the Nasdaq National Market, if the shares are so quoted, (b)
the mean between the bid and asked prices as reported by Nasdaq, if the Shares
are not quoted in the Nasdaq National Market, or (c) if the Shares are listed on
a securities exchange, the mean between the high and low prices at which the
Shares are quoted or traded on such exchange, in each case on the date the
Option is granted or, if there be no quotation or sale on that date, the next
previous date on which the Shares were quoted or traded. An Option shall be
considered granted on the date the Committee acts to grant the Option or such
later date as the Committee shall specify.
7. OPTION PERIOD. Each Stock Option Agreement shall set forth the period
during which it may be exercised, which period shall not exceed 10 years from
the date such Option is granted (the "Option Period").
8. NON-TRANSFERABILITY OF OPTIONS. An Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
may be exercised, during the lifetime of the Optionee, only by him or by his
guardian or legal representative.
9. EXERCISE OF OPTIONS. Unless otherwise determined by the Committee, and
in the case of an ISO, subject to subparagraph 3(c), Options will not be
exercisable during the first year following the date of grant and will be
exercisable thereafter as follows: in amounts equal to 33-1/3% of the Shares
subject to option on and after the first anniversary of the date of grant,
66-2/3% on and after the second anniversary, and 100% on and after the third
anniversary.
10. TERMINATION OF EMPLOYMENT OR OTHER SERVICES.
(a) Upon termination of an Optionee's employment or service with the
Company, any parent or subsidiary of the Company, or any successor corporation
to either the Company or any parent or subsidiary of the Company, except as
otherwise provided in subparagraph 10(b) or subparagraph 10(c), all Options held
by the Optionee shall terminate on the date of termination.
(b) Upon termination of such employment or service by reason of death or
disability, all Options previously granted to such Optionee may be exercised by
the Optionee, the Optionee's personal representative, or the person or persons
to whom his rights under the Option pass by will or the laws of descent or
distribution at any time during the period ending one year after date of death
or termination of employment by reason of disability (but not later than the
expiration date of the Option Agreement). Such Options shall then be exercisable
to the extent of 100% of the Shares subject thereto.
(c) Upon termination of such employment or service, otherwise than by
reason of death or disability or for cause by reason of the Optionee's
dishonesty or disloyalty, if such date of termination is after the Optionee has
attained age 60 or 30 years of employment or service, the Optionee shall have 30
days after the date of termination (but not later than the expiration date of
the Option Agreement) to exercise all Options held by him, and all such Options
shall be exercisable to the extent of 100% of the shares subject thereto. If
such termination is for cause by reason of
<PAGE> 3
the employee's dishonesty or disloyalty, all Options held by him shall
terminate on the date of termination of Employment.
11. REORGANIZATIONS. In the event of a stock split, stock dividend or other
change in the Company's capitalization, the aggregate number of Shares for which
options may be granted under this Plan and the number of Shares subject to
outstanding options shall be proportionately adjusted to reflect the same. If
the Company shall liquidate or dissolve, or shall be a party to a merger or
consolidation in which the Company shall not be the surviving corporation, other
than a merger or consolidation involving only a change in state of incorporation
or an internal reorganization not involving a substantial change in underlying
ownership, the Company shall give written notice thereof to all holders of
Options granted under the Plan at least 30 days prior to the effective date of
such liquidation, dissolution, merger or consolidation, and the holders shall
have the right within such 30 day period to exercise their Options in full
regardless of restrictions on exercise contained in the Option Agreements;
provided, however, that in no event shall such Options be exercised after the
specific expiration date set forth therein. To the extent such Options shall not
have been exercised on or prior to the effective date of such liquidation,
dissolution, merger or consolidation, they shall terminate on that date.
12. PAYMENT FOR SHARES. Within five business days following the date of
exercise of an Option, the Optionee shall make full payment of the option price
(i) in cash; (ii) with the consent of the Committee, by tendering previously
acquired Shares (valued at their fair market value, as determined by the
Committee, as of such date of tender), (iii) with the consent of the Committee,
with a full recourse promissory note of the Optionee for the portion of the
option price in excess of the par value of Shares subject to the Option, under
terms and conditions determined by the Committee, provided that such note, in
the case of exercise of an ISO, shall provide for interest at no less than the
"applicable federal rate" as determined pursuant to the Code, (iv) with the
consent of the Committee, any combination of (i), (ii), or (iii), or (v) with
the consent of the Committee, if the Shares subject to the Option have been
registered under the Securities Act of 1933 (the "1933 Act") and there is a
regular public market for the Shares, by delivering to the Company on the date
of exercise of the Option written notice of exercise together with:
(a) written instructions to forward a copy of such notice of exercise to a
broker or dealer (as defined in Section 3(a)(4) and 3(a)(5) of the Securities
Exchange Act of 1934 (the "1934 Act")) ("Broker") designated in such notice and
to deliver to the specified account maintained with the Broker by the person
exercising the Option a certificate for the Shares purchased upon the exercise
of the Option, and
(b) a copy of irrevocable instructions to the Broker to deliver promptly
to the Company a sum equal to the purchase price of the Shares purchased
upon exercise of the Option.
13. COMPANY'S RIGHTS TO REPURCHASE SHARES.
(a) Prior to (i) a sale of all or substantially all of the assets of the
Company, (ii) a sale or exchange of 50% or more of the outstanding voting
securities of the Company by the owners thereof as of the effective date of this
Plan, other than to the public in a primary or secondary offering, or (iii) a
sale to the public in a primary or secondary offering of 20% or more of the
voting securities of the Company to be outstanding after such sale, the Company
shall have the rights specified in this paragraph 13 to repurchase from each
Optionee or his successor all of the Shares purchased by such Optionee or his
successor upon the exercise of Options. The price per Share which shall be paid
by the Company upon such repurchase shall be the Option price, adjusted upward
or downward by the amount of the increase or decrease in the book value per
Share from the month end proceeding the date of grant of the Option to the month
end preceding the date of repurchase. Book value shall be as determined from the
Company's monthly balance sheet as of the applicable month end as regularly
prepared by it in a consistent manner for presentation to its shareholders and
management.
(b) Prior to the termination of his employment or service with the
Company, the Optionee shall not sell any Shares without first offering such
Shares to the Company. The Optionee shall notify the Company in writing of
his intention to sell such Shares; the Company shall have 30 days after receipt
of such notice to notify the Optionee of its intention to exercise its right to
repurchase the Shares. If the Company fails to so notify the Optionee within
that 30-day period, the Optionee shall have the right, during an additional
period of 30 days, to sell the Shares. If the Optionee shall fail to consummate
the sale of the Shares during such additional 30-day period, the Company's
rights hereunder shall be reinstated.
<PAGE> 4
(c) Following the termination of employment or service of an Optionee, the
Company shall continue to have the right to repurchase Shares purchased by the
Optionee specified in subparagraph (b), above. In addition, the Company shall
have the option, exercisable at any time upon 30 days' notice to the Optionee or
his successor, to purchase such Shares.
(d) Notices given hereunder shall be in writing and shall be sent by
certified mail (i) if to the Company, to the address of its principal office, to
the attention of the Secretary, and (ii) if to the Optionee or his successor, to
his address as it appears on the stock records of the Company. Closing of the
repurchase of Shares by the Company hereunder shall take place at the principal
office of the Company or at such other place as shall be agreed to by the
Optionee or his successor and the Company; the repurchase price shall be paid by
the Company in cash.
(e) Upon the occurrence of any of the events specified in clause (i), (ii)
or (iii) of subparagraph (a) of this paragraph 13 prior to the giving of notice
by the Company of the exercise of its rights hereunder, such rights shall
terminate. Notice of the Company's rights hereunder shall be endorsed on
certificates for all Shares purchased upon the exercise of Options.
14. NO CONTRACT OF EMPLOYMENT. Nothing in the Plan or in any Option or Stock
Option Agreement shall confer on any Optionee any right to continue in the
service of the Company or any parent or subsidiary of the Company or interfere
with the right of the Company to terminate such Optionee's employment or other
services at any time.
15. AGREEMENTS AND REPRESENTATIONS OF OPTIONEES. As a condition to the
exercise of an Option, the Committee may in its sole determination require the
Optionee to represent in writing that the Shares being purchased are being
purchased only for investment and without any present intent at the time of the
acquisition of such Shares to sell or otherwise dispose of the same.
16. WITHHOLDING TAXES. The Company shall have the right to withhold from any
salary, wages, or other compensation for services payable by the Company to
or with respect to an Optionee, amounts sufficient to satisfy any withholding
tax liability attributable to such Optionee's (or any beneficiary's or personal
representative's) receipt or disposition of Shares purchased under any Option or
to take any such other action as it deems necessary to enable it to satisfy any
such tax withholding obligation.
17. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan, the grant and exercise
of Options thereunder, and the obligation of the Company to sell and deliver
shares under such Options, shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any government or
regulatory agency as maybe required. Options issued under this Plan shall not be
exercisable prior to (i) the date upon which the Company shall have registered
the Shares for which Options may be issued hereunder under the Securities Act of
1933, as amended, and (ii) the completion of any registration or qualification
of such shares under state law, or any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable in connection therewith, or alternatively, unless the Company shall
have received an opinion from counsel to the Company stating that the exercise
of such Options maybe effected without registering the shares subject to such
Options under the Securities Act of 1933, as amended, or under state or other
law.
18. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may
terminate, amend or modify the Plan at any time; provided, however, that no such
action of the Board without approval of the Shareholders, may (a) increase the
total number of Shares for which Options may be granted under the Plan, except
as provided in paragraph 11, (b) permit the granting of ISO's to anyone other
than an employee of the Company or a parent or subsidiary of the Company, (c)
decrease the minimum ISO option price, (d) increase the maximum Option Period,
(e) increase the maximum ISO's that can be exercised per Optionee as set forth
in subparagraph 3(c). No amendment, modification or termination of the Plan
shall in any manner adversely affect any Option previously granted to an
Optionee under the Plan without the consent of the Optionee or the transferee of
such Option. Notwithstanding the foregoing, the Board may amend the Plan,
without the consent of the Optionee, to the extent necessary to cause ISOs
granted under the Plan to meet the requirements of Section 422A of the Internal
Revenue Code of 1986, as amended.
19. TERM OF PLAN. The Plan shall become effective on the date of its adoption
by the Board, subject to the approval of the Plan by the holders of a majority
of the Shares of stock of the Company entitled to vote within twelve months
of the effective date, and all Options granted prior to such approval shall be
subject to such approval. The Plan shall terminate on January 7, 2001, or such
earlier date as may be determined by the Board. Termination of the Plan,
however, shall not affect the rights of Optionees under Options previously
granted to them, and all unexpired Options
<PAGE> 5
shall continue in force and operation after termination of the Plan except as
they may lapse or be terminated by their own terms and conditions.
20. INTERPRETATION. The terms of this Plan are subject to all present and
future regulations and rulings of the Secretary of the Treasury or his delegate
relating to the qualification of ISOs under Section 422A of the Internal Revenue
Code. If any provision of the Plan conflicts with any such regulation or ruling,
then that provision of the Plan shall be void and of no effect.
<PAGE> 6
EXHIBIT A
SUN TELEVISION AND APPLIANCES, INC.
STOCK OPTION AGREEMENT
UNDER THE
1991 STOCK OPTION PLAN
Sun Television and Appliances, Inc. (the "Company") hereby grants,
effective this ____ day of ___________, 19__ (the "effective date") to
___________________________________ (the "Optionee") an option to purchase
____________ shares of its common stock, $.01 par value (the "Option Shares"),
at a price of ____________________ Dollars ($______) per share pursuant to the
Company's 1991 Stock Option Plan (the "Plan"):
1. RELATIONSHIP TO THE PLAN. This option is granted pursuant to the Plan,
and is in all respects subject to the terms and provisions of the Plan. The
Optionee acknowledges receipt of a copy of the Plan and accepts this option
subject to all the terms and provisions of the Plan (including without
limitation provisions relating to non-transferability, termination of the
option, adjustment of the number of shares subject to the option, and the
exercise price of the option). The Optionee further agrees that all decisions
and interpretations made by the Stock Option Committee (the "Committee"), as
established under the Plan, and as from time to time constituted, shall be
final, binding, and conclusive upon the Optionee and his or her heirs.
2. TIME OF EXERCISE. This option may be exercised as follows: for not more
than 33-1/3% of the Option Shares on and after the first anniversary of the
effective date, for not more than 66-2/3% of the Option Shares (including all
Option Shares previously purchased) on and after the second anniversary of the
effective date, and for 100% of the Option Shares on and after the third
anniversary of the effective date. This option shall terminate at the close of
business on the tenth anniversary of the effective date.
3. METHODS OF EXERCISE. This option shall be exercisable by delivery to the
Company of written notice of exercise in the form adopted by the Committee which
specifies the number of shares to be purchased and the election of the method of
payment of therefor, which shall be one of the methods of payment specified in
paragraph 12 of the Plan and, if otherwise than payment in full, in cash, shall
be subject to the consent of the Committee. Upon receipt of payment for the
shares to be purchased pursuant to the option or, if applicable, the shares to
be delivered pursuant to the election of an alternative payment method, the
Company will deliver or cause to be delivered to the Optionee, to any other
person exercising this option, or to a broker or dealer if the method of payment
specified in clause (v) of paragraph 12 of the Plan is elected, a certificate or
certificates for the number of shares with respect to which this option is being
exercised, registered in the name of the Optionee or other person exercising the
option, or if appropriate, in the name of such broker or dealer; provided,
however, that if any law or regulation or order of the Securities and Exchange
Commission or other body having jurisdiction in the premises shall require the
Company or Optionee (or other person exercising this option) to take any action
in connection with the shares then being purchased, the delivery of the
certificate or certificates for such shares may be delayed for the period
necessary to take and complete such action.
4. RESTRICTIONS ON RESALE. At the time of any exercise of the option, the
Optionee (or other person exercising this option) will execute such further
agreements as the Company may require to acknowledge the Optionee's (or such
other person's) familiarity with restrictions, if any, on the resale of the
Option Shares under applicable securities laws. The Optionee acknowledges that
certain restrictions on resale of the shares may be applicable if the Optionee
is an "affiliate," as that term is used in Rule 144 promulgated by the
Securities and Exchange Commission.
<PAGE> 7
5. GENERAL. This Agreement shall be construed as a contract under the laws
of the State of Ohio. It may be executed in several counterparts, all of which
shall constitute one Agreement. It shall bind and, subject to the terms of the
Plan, benefit the parties and their respective successors, assigns, and legal
representatives.
IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement
to be executed as of the date first above written.
SUN TELEVISION AND APPLIANCES, INC.
By:_________________________________
Its:________________________________
OPTIONEE:
____________________________________
<PAGE> 1
Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR
41 South High Street
Columbus, Ohio 43215
Telephone: (614)227-2000
Fax: (614)227-2100
October 20, 1997
Sun Television and Appliances, Inc.
6600 Port Road
Groveport, Ohio 43125
Re: Registration Statement on Form S-8 Sun Television and Appliances, Inc.
Amended and Restated 1991 Stock Option Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for Sun Television and Appliances, Inc., an Ohio
corporation ("Sun"), in connection with the Registration Statement on Form S-8
(the "Registration Statement"), filed by Sun with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
registration of an additional 500,000 shares of Sun Common Stock, $.01 par value
(the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate records,
documents and other instruments of the registrant as we have deemed necessary.
Based on the foregoing, we are of the opinion that the Shares will, when
issued and paid for in accordance with the provisions of the Plan, be legally
issued, fully paid and nonassessable, and entitled to the benefits of the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PORTER, WRIGHT, MORRIS & ARTHUR
PORTER, WRIGHT, MORRIS & ARTHUR
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Sun Television & Appliances, Inc. on Form S-8 of our reports dated May 5,
1997, on our audits of financial statements and financial statement schedule of
Sun Television & Appliances, Inc. as of March 1, 1997 and March 2, 1996, and for
the years ended March 1, 1997, March 2, 1996 and February 28, 1995.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
October 28, 1997
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
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Each of the undersigned officers and directors of Sun Television and
Appliances, Inc., an Ohio corporation (the "Company"), hereby appoints R. Carter
Pate and John J. Lynch as his true and lawful attorneys-in-fact, or either of
them, with power to act without the other, as his true and lawful
attorney-in-fact, in his name and on his behalf, and in any and all capacities
stated below, to sign and to cause to be filed with the Securities and Exchange
Commission the Company's Registration Statement on Form S-8 to register under
the Securities Act of 1933, as amended, an additional 500,000 shares of Common
Stock, $.01 par value, to be sold and distributed by the Company pursuant to the
Company's 1991 Stock Option Plan, as amended (the "Plan") and such other number
of shares as may be issued under the anti-dilution provisions of the Plan, and
any and all amendments thereto, hereby granting unto said attorneys, and to each
of them, full power and authority to do and perform in the name and on behalf of
the undersigned, in any and all such capacities, every act and thing whatsoever
necessary to be done in and about the premises as fully as each of the
undersigned could or might do in person, hereby granting to each such attorney
full power of substitution and revocation, and hereby ratifying all that any
such attorney or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney in
counterparts if necessary, effective as of October 29, 1997.
/s/ R. Carter Pate /s/ Brady J. Churches
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R. Carter Pate, Chairman of the Board, Brady J. Churches, Director
President, and Chief Executive Officer
(Principal Executive Officer)
/s/ John J. Lynch /s/ Frank Doczi
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John J. Lynch, Controller, Treasurer, and Frank Doczi, Director
Chief Financial Officer
(Principal Accounting Officer and
Principal Financial Officer)
/s/ Paul D. Bauer /s/ Thomas Epstein
- ------------------------------------ ------------------------------
Paul D. Bauer, Director Thomas Epstein, Director
/s/ Macy T. Block /s/ Ned L. Sherwood
- ------------------------------------ ------------------------------
Macy T. Block, Director Ned L. Sherwood, Director
