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
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Schultz Sav-O Stores, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0600405
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2215 Union Avenue
Sheboygan, Wisconsin 53081
(Address of principal executive offices) (Zip Code)
Schultz Sav-O Stores, Inc. 1995 Equity Incentive Plan
(Full title of the plan)
James H. Dickelman Copy to:
Schultz Sav-O Stores, Inc.
2215 Union Avenue Steven R. Barth
Sheboygan, Wisconsin 53081 Foley & Lardner
(920) 457-4433 777 East Wisconsin Avenue
(Name, address and telephone number, including area Milwaukee, Wisconsin 53202
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, 500,000 $16.125 (1) $8,062,500 (1) $2,241.00
$.10 par value shares (2)
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(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for Schultz Sav-O Stores, Inc. Common Stock as
reported on the Nasdaq National Market on May 10, 1999.
(2) This Registration Statement registers an additional 500,000 shares under
the Registrant's 1995 Equity Incentive Plan, under which 750,000 shares
have already been registered (SEC File No. 33-59503).
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Registrant's 1995 Equity Incentive Plan.
<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on Form S-8
relating to the same employee benefit plan is already effective. Pursuant to
General Instruction E of this Form, the Registrant incorporates by reference
into this Registration Statement the contents of the Registration Statement on
Form S-8 (Reg. No. 33-59503) as filed with the Commission on May 22, 1995,
including exhibits thereto.
2
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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 Sheboygan, Wisconsin on this 12th day of May, 1999.
SCHULTZ SAV-O STORES. INC.
/s/ James H. Dickelman
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James H. Dickelman, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Schultz Sav-O Stores, Inc.
hereby severally constitute and appoint James H. Dickelman, John H. Dahly and
Steven R. Barth, and each of them singly, our tue and lawful attorneys-in-fact,
with full power to them in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8 (including any
post-effective amendments thereto), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may 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:
SIGNATURE TITLE DATE
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/s/ James H. Dickelman Chairman of the Board, President, May 12, 1999
- -------------------------- Chief Executive Officer and
James H. Dickelman Director (Principal Executive Officer)
/s/ John H. Dahly Executive Vice President, Chief May 12, 1999
- -------------------------- Financial Officer and Director
John H. Dahly (Principal Financial Officer)
/s/ Armand C. Go Treasurer and Chief Accounting May 12, 1999
- -------------------------- Officer
Armand C. Go (Principal Accounting Officer)
/s/ Steven R. Barth Director May 12, 1999
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Steven R. Barth
/s/ Martin Crneckiy, Jr. Director May 12, 1999
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Martin Crneckiy, Jr.
/s/ R. Bruce Grover Director May 12, 1999
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R. Bruce Grover
/s/ Michael Houser Director May 12, 1999
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Michael Houser
/s/ William K. Jacobson Director May 12, 1999
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William K. Jacobson
3
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EXHIBIT INDEX
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Exhibit No. Description
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4.1 Restated Articles of Incorporation, as amended.
Incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1988.
4.2 By-laws, as amended and restated. Incorporated by
reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998.
5 Opinion of Foley & Lardner.
23.1 Consent of Arthur Andersen LLP, independent public
Accountants.
23.2 Consent of Foley & Lardner (contained in opinion
of Foley & Lardner filed as Exhibit 5).
24 Power of Attorney (set forth on the signature page to
this Registration Statement).
4
Exhibit 5
FOLEY & LARDNER
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
WRITER'S DIRECT LINE
(414) 271-2400
CLIENT/MATTER NUMBER
073730-0101
May 12, 1999
Schultz Sav-O Stores, Inc.
2215 Union Avenue
Sheboygan, Wisconsin 43081
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by Schultz Sav-O Stores, Inc.
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, on or about the date hereof. The Registration Statement
relates to 500,000 shares of the Company's Common Stock, $0.01 par value (the
"Shares") offered pursuant to the provisions of the Company's 1995 Equity
Incentive Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined all such documents as we consider necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that, when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Yours truly,
/s/ Foley & Lardner
FOLEY & LARDNER
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 reports, dated February 5, 1999,
included in Schultz Sav-O Stores, Inc. Form 10-K for the year ended January 2,
1999, and to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
May 13, 1999
