Registration No. 333-
As filed with the Securities and Exchange Commission on October 6, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
____________________________________
SHOPKO STORES, INC.
2000 EXECUTIVE LONG TERM
INCENTIVE PLAN
____________________________________
William J. Podany
Chairman, President and Chief Executive Officer
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
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered price per share offering price fee
Common Stock,
$.01 par value 300,000 $10.50(1) $3,150,000 $832(1)
(1) The registration fee is calculated pursuant to
Rule 457(c) under the Securities Act of 1933, as
amended. The registration fee is based on the
average of the high and low price of a share of
ShopKo Stores, Inc. common stock on October 3,
2000 on the New York Stock Exchange, as reported
in the Midwest Edition of The Wall Street Journal
on October 4, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for
the fiscal year ended January 29, 2000.
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended April 29, 2000.
(c) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended July 29, 2000.
(d) The Registrant's Current Report on Form 8-K dated
May 4, 2000.
(e) The Registrant's Current Report on Form 8-K dated
June 16, 2000.
(f) The description of the Registrant's common stock
contained in the Registrant's Registration Statement
pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that
all shares 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 hereof
from the date of filing of such documents.
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
<PAGE>
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 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 those directors
entitled to choose independent legal counsel);
(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 to the corporation 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.
<PAGE>
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 failed 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 Registrant has entered into agreements to
indemnify its directors and certain officers, in
addition to the indemnification provided for in
the Company's By-Laws. These agreements will,
among other things, indemnify the Company's
directors and certain of its officers to the full
extent permitted by the WBCL for any claims,
liabilities, damages, judgments, penalties, fines,
settlements, disbursements or expenses (including
attorneys' fees) incurred by such person in any
action or proceeding, including any action by or
in the right of the Company, on account of
services as a director or officer of the Company.
In addition, the Company has directors' and
officers' insurance that insures against certain
liabilities which may arise under the Securities
Act of 1933, as amended, subject to applicable
restrictions.
Under Section 180.0828 of the WBCL, a
director of the Registrant is not personally
liable for breach of or failure to perform any
duty resulting solely from his or her status as a
director, unless it shall be proved that the
director's conduct constituted conduct described
in the first paragraph of this item.
Item 8. Exhibits
4 Registrant's 2000 Executive Long Term
Incentive Plan (incorporated by reference to
the Registrants Proxy Statement for the 2000
Annual Meeting of Shareholders dated April
17, 2000).
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>
Item 9. Undertakings *
The Registrant hereby undertakes:
(a) (1)(iii) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this Registration Statement 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.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, as
amended (the "Securities 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) That, for purposes of determining any
liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
(h) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted
to directors, officers and controlling persons of
the Registrant pursuant to the provisions
described in Item 6 of this Registration Statement
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 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 and will be governed by the final
adjudication of such issue.
* Paragraphs correspond to Item 512 of Regulation S-K.
<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 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the
City of Green Bay, State of Wisconsin, on October 5,
2000.
SHOPKO STORES, INC.
By: /s/ William J. Podany
William J. Podany, Chairman,
President and Chief Executive Officer
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.
Signature Title Date
/s/ William J. Podany Chairman, President, Chief Executive October 5, 2000
---------------------- Officer and Acting Chief Financial
William J. Podany Officer (Principal Executive Officer
and Principal Financial Officer)
/s/ John E. Gustavson Chief Accounting Officer October 5, 2000
--------------------- (Principal Accounting Officer)
John Gustavson
* Director October 5, 2000
---------------------
Jack W. Eugster
* Director October 5, 2000
---------------------
Jeffrey C. Girard
* Director October 5, 2000
---------------------
Dale P. Kramer
* Director October 5, 2000
---------------------
John G. Turner
* Director October 5, 2000
---------------------
Stephen E. Watson
* Director October 5, 2000
---------------------
Gregory H. Wolf
*By: /s/ William J. Podany
--------------------------
William J. Podany
Attorney-in-Fact pursuant to authority granted by
Powers of Attorney filed herewith as Exhibit 24.
<PAGE>
EXHIBIT INDEX
4 Registrant's 2000 Executive Long Term
Incentive Plan (incorporated by reference to
the Registrant's Proxy Statement for the 2000
Annual Meeting of Shareholders dated April
17, 2000).
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.
