Registration No. 33-43952
As filed with the Securities and Exchange Commission on May 22, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SHOPKO STORES, INC.
(Exact Name of Registrant as Specified in Charter)
Wisconsin 41-0985054
(State of Incorporation) (I.R.S. Employer Identification No.)
700 Pilgrim Way
Green Bay, Wisconsin 54307-9060
(Address of Principal Executive Offices) (Zip Code)
____________________________________
1991 STOCK OPTION PLAN
____________________________________
Richard D. Schepp
General Counsel
ShopKo Stores, Inc.
700 Pilgrim Way
Green Bay, Wisconsin 54307-9060
(920) 429-2211
(Name, address and telephone number, including area code,
of agent for service)
With copies to:
Randall J. Erickson
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
<PAGE>
Pursuant to a Registration Statement on Form S-8
(Registration No. 33-43952) (the "Registration
Statement"), ShopKo Stores, Inc., a Minnesota
corporation ("Old ShopKo"), registered 2,400,000 shares
of Common Securities Stock, $0.01 par value per share
(the "Shares"), under the Securities Act of 1933, as
amended (the "Securities Act"), which Shares were to be
issued pursuant to Old ShopKo's 1991 Stock Option Plan.
On May 22, 1998, Old ShopKo merged into New
ShopKo, Inc., a Wisconsin corporation and a wholly-
owned subsidiary of Old ShopKo (the "Company"). Upon
completion of the merger, the Company changed its name
to "ShopKo Stores, Inc."
Pursuant to Rule 414(d) under the Securities Act,
the Company hereby adopts as its own registration
statement for all purposes of the Securities Act and
the Securities Exchange Act of 1934, as amended, the
Registration Statement. Moreover, the Company hereby
amends and restates the following items of the
Registration Statement for the purpose of reflecting
material changes resulting from the merger.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers
Section 180.0851 of the Wisconsin Business
Corporation Law (the "WBCL") requires a
corporation to indemnify a director or officer, to
the extent such person is successful on the merits
or otherwise in the defense of a proceeding, for
all reasonable expenses incurred in the
proceeding, if such person was a party to such
proceeding because he or she was a director or
officer of the corporation. In cases where a
director or officer is not successful on the
merits or otherwise in the defense of a
proceeding, a corporation is required to indemnify
a director or officer against liability incurred
by the director or officer in a proceeding if such
person was a party to such proceeding because he
or she is a director or officer of the corporation
unless it is determined that he or she breached or
failed to perform a duty owed to the corporation
and such breach or failure to perform constitutes:
(i) a willful failure to deal fairly with the
corporation or its shareholders in connection with
a matter in which the director or officer has a
material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or
her conduct was unlawful; (iii) a transaction from
which the director or officer derived an improper
personal profit; or (iv) willful misconduct.
Section 180.0858 of the WBCL provides that
subject to certain limitations, the mandatory
indemnification provisions do not preclude any
additional right to indemnification or allowance
of expenses that a director or officer may have
under a corporation's articles of incorporation or
by-laws, a written agreement between the
<PAGE>
director
or officer and the corporation or a resolution of
the board of directors or the shareholders.
Unless otherwise provided in the articles of
incorporation or by-laws, or by written agreement
between the director or officer and the
corporation, an officer or director seeking
indemnification is entitled to indemnification if
approved in any of the following manners as
specified in Section 180.0855 of the WBCL: (i) by
majority vote of a disinterested quorum of the
board of directors, or if such disinterested
quorum cannot be obtained, by a majority vote of a
committee of two or more disinterested directors;
(ii) by independent legal counsel chosen by a
quorum of disinterested directors or its committee
(or if unable to obtain such a quorum or
committee, by a majority vote of the full board of
directors); (iii) by a panel of three arbitrators
(one of which is chosen by a quorum of
disinterested directors); (iv) by the vote of the
shareholders; (v) by a court; or (vi) by any other
method provided for in any additional right of
indemnification permitted in Section 180.0858 of
the WBCL.
Reasonable expenses incurred by a director or
officer who is a party to a proceeding may be
reimbursed by a corporation, pursuant to Section
180.0853 of the WBCL, at such time as the director
or officer furnishes to the corporation a written
affirmation of his or her good faith belief that
he or she has not breached or failed to perform
his or her duties; and a written undertaking to
repay any amounts advanced if it is determined
that indemnification by the corporation is not
required or that indemnification is not ordered by
a court.
Section 180.0859 of the WBCL provides that it
is the public policy of the State of Wisconsin to
require or permit indemnification, allowance of
expenses and insurance to the extent required or
permitted under Sections 180.0850 to 180.0858 of
the WBCL for any liability incurred in connection
with any proceeding involving a federal or state
statute, rule or regulation regulating the offer,
sale or purchase of securities.
As permitted by Section 180.0858, the
Registrant has adopted indemnification provisions
in its By-laws which closely track the statutory
indemnification provisions of the WBCL with
certain exceptions. In particular, Article VII of
the Registrant's By-Laws, among other items,
provides that (i) an individual shall be
indemnified unless it is determined by final
judicial adjudication that such individual
breached or failure to perform a duty such
individual owed to the Registrant and (ii) payment
or reimbursement of expenses, subject to certain
limitations, will be mandatory rather than
permissive. The Registrant has purchased
directors' and officers' liability insurance which
insures the Registrant's officers and directors
against certain liabilities which may arise under
the Securities Act.
The Company's predecessor corporation had
entered into Indemnification Agreements with each
of its directors, and the Company currently
intends to enter into an Indemnification Agreement
with each of its directors. The Company may in
the
<PAGE>
future enter into Indemnification Agreements
with each of its executive officers. The
following description is of the terms the Company
expects to be contained in any such agreements.
Each Indemnification Agreement will provide, as a
contractual obligation, that the Company will
indemnify and advance expenses to the director or
executive officer to the maximum extent permitted
under Subchapter VIII of the WBCL and Article VII
of the By-laws as in effect on the date of the
Indemnification Agreement. Each Indemnification
Agreement shall further provide that the Company
waives all rights to refuse indemnification or
withhold payment of amounts for which the director
or executive officer is indemnified thereunder,
agrees not to amend its Articles of Incorporation
or By-laws to reduce or eliminate the right to
indemnification or advances, and agrees to
maintain directors' and officers' liability
insurance for the benefit of its directors and
executive officers. To the extent the WBCL or the
Company's Articles of Incorporation or By-laws are
amended to provide greater indemnification rights
or benefits to directors or executive officers,
each Indemnification Agreement shall provide that
the director or executive officer shall be
entitled to such greater rights and benefits
immediately upon such amendment.
Item 8. Exhibits
5 Opinion of Godfrey & Kahn, S.C.
regarding legality of the Common Stock being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Godfrey & Kahn, S.C.
(included in Exhibit 5).
24 Powers of Attorney for Directors of the
Registrant.
<PAGE>
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 Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Green Bay, State of Wisconsin, on May 22, 1998.
SHOPKO STORES, INC.
By: *
----------------------
Dale P. Kramer, Chairman,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 1 to the
Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman, President and ChiefExecutive May 22, 1998
- -------------------- Officer (Principal Executive Officer)
Dale P. Kramer
* Executive Vice President and May 22, 1998
- -------------------- a Director
William J. Podany
/s/ Jeffrey A. Jones Chief Financial Officer May 22, 1998
- --------------------
Jeffrey A. Jones
/s/ Jeffrey R. Simons Chief Accounting Officer May 22, 1998
- ---------------------
Jeffrey R. Simons
- --------------------- Vice Chairman and Director
William J. Tyrrell
* Director May 22, 1998
- ---------------------
Jack W. Eugster
* Director May 22, 1998
- ---------------------
Jeffrey C. Girard
* Director May 22, 1998
- ---------------------
James L. Reinersten, M.D.
* Director May 22, 1998
- ---------------------
Stephen E. Watson
*By: /s/ Richard D. Schepp
---------------------------
Richard D. Schepp
Attorney-in-Fact pursuant to authority granted by
Powers of Attorney filed herewith as Exhibit 24.
<PAGE>
EXHIBIT INDEX
Item 8. Exhibits
5 Opinion of Godfrey & Kahn, S.C.
regarding legality of the Common Stock being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Godfrey & Kahn,
S.C. (included in Exhibit 5).
24 Powers of Attorney for Directors of the
Registrant.
Exhibit 5
GODFREY & KAHN, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202-3590
Tel. (414) 273-3500
Fax (414) 273-5198
May 22, 1998
ShopKo Stores, Inc.
700 Pilgrim Way
Green Bay, Wisconsin 54307-9060
RE: ShopKo Stores, Inc. Post-Effective Amendment No. 1
to Registration Statement on Form S-8 for the
1991 Stock Option Plan
Gentlemen:
We have acted as your counsel in connection with
the preparation of Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8 (Registration
No. 33-43952) (the "Registration Statement") to be
filed with the Securities and Exchange Commission
relating to 2,400,000 shares of Common Stock, $0.01 par
value per share (the "Shares"), of ShopKo Stores, Inc.,
a Wisconsin corporation (the "Company"), issuable
pursuant to the Company's 1991 Stock Option Plan (the
"Plan").
We have examined: (i) the Plan, the Plan's
prospectus, and the Registration Statement, (ii) the
Company's Articles of Incorporation and By-Laws, (iii)
certain resolutions of the Company's Board of Directors
and (iv) such other proceedings, documents and records
as we have deemed necessary to enable us to render this
opinion.
In examining the foregoing documents, we have
assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as
originals, the conformity to original documents of all
documents submitted to us as certified, photostatic or
facsimile copies, and the authenticity of the originals
of any such documents.
Based upon and subject to the foregoing, we are of
the opinion that the Shares, upon issuance in
accordance with the terms of the Plan, will be duly
authorized, validly issued, fully paid and non-
assessable, except to the extent provided in Section
180.0622(2)(b) of the Wisconsin Statutes, or any
successor provision, which provides that shareholders
of a corporation organized under Chapter 180 of the
Wisconsin Statutes may be assessed up to the par value
of their shares to satisfy the obligations of such
corporation to its employees for
<PAGE>
services rendered, but not exceeding six months service
in the case of any individual employee. Certain
Wisconsin courts have interpreted "par value" to mean
the full amount paid by the purchaser of shares upon
the issuance thereof.
We consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
Godfrey & Kahn, S.C.
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in
these Post-Effective Amendments No. 1 to the
Registration Statements (Registration Nos. 33-43952, 33-
58584, 33-70666, 33-81902 and 333-948) of ShopKo
Stores, Inc. on Form S-8 of our report dated March 12,
1998, appearing in the Transition Report on Form 10-K
of ShopKo Stores, Inc. and Subsidiaries for the
transition period (49 weeks) ended January 31, 1998.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
May 20, 1998
Exhibit 24
DIRECTOR'S POWER OF ATTORNEY
(Post-Effective Amendments to Forms S-8 for ShopKo
Stores, Inc. Employee Benefit Plans)
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the post-effective
amendments to the ShopKo Stores, Inc. Registration
Statements on Form S-8 (Reg. Nos. 33-43952, 33-58584,
33-70666, 33-81902, and 333-948) and any related
amendments and/or supplements to said Forms S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as a director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 13th day of May, 1998.
/s/ Jack W. Eugster
------------------------
Jack W. Eugster
DIRECTOR'S POWER OF ATTORNEY
(Post-Effective Amendments to Forms S-8 for ShopKo
Stores, Inc. Employee Benefit Plans)
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the post-effective
amendments to the ShopKo Stores, Inc. Registration
Statements on Form S-8 (Reg. Nos. 33-43952, 33-58584,
33-70666, 33-81902, and 333-948) and any related
amendments and/or supplements to said Forms S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as a director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 13th day of May, 1998.
/s/ Jeffrey C. Girard
--------------------------
Jeffrey C. Girard
DIRECTOR'S POWER OF ATTORNEY
(Post-Effective Amendments to Forms S-8 for ShopKo
Stores, Inc. Employee Benefit Plans)
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the post-effective
amendments to the ShopKo Stores, Inc. Registration
Statements on Form S-8 (Reg. Nos. 33-43952, 33-58584,
33-70666, 33-81902, and 333-948) and any related
amendments and/or supplements to said Forms S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as a director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 13th day of May, 1998.
/s/ Dale P. Kramer
------------------------
Dale P. Kramer
DIRECTOR'S POWER OF ATTORNEY
(Post-Effective Amendments to Forms S-8 for ShopKo
Stores, Inc. Employee Benefit Plans)
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the post-effective
amendments to the ShopKo Stores, Inc. Registration
Statements on Form S-8 (Reg. Nos. 33-43952, 33-58584,
33-70666, 33-81902, and 333-948) and any related
amendments and/or supplements to said Forms S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as a director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 13th day of May, 1998.
/s/ William J. Podany
--------------------------
William J. Podany
DIRECTOR'S POWER OF ATTORNEY
(Post-Effective Amendments to Forms S-8 for ShopKo
Stores, Inc. Employee Benefit Plans)
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the post-effective
amendments to the ShopKo Stores, Inc. Registration
Statements on Form S-8 (Reg. Nos. 33-43952, 33-58584,
33-70666, 33-81902, and 333-948) and any related
amendments and/or supplements to said Forms S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as a director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 13th day of May, 1998.
/s/ James L. Reinertsen, M.D.
-------------------------------
James L. Reinertsen, M.D.
DIRECTOR'S POWER OF ATTORNEY
(Post-Effective Amendments to Forms S-8 for ShopKo
Stores, Inc. Employee Benefit Plans)
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the post-effective
amendments to the ShopKo Stores, Inc. Registration
Statements on Form S-8 (Reg. Nos. 33-43952, 33-58584,
33-70666, 33-81902, and 333-948) and any related
amendments and/or supplements to said Forms S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as a director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 13th day of May, 1998.
/s/ Stephen E. Watson
---------------------------
Stephen E. Watson
