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As filed with the Securities and Exchange Commission on ________________, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BRADLEES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-3156108
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
ONE BRADLEES CIRCLE
BRAINTREE, MASSACHUSETTS 02184
(781) 380-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BRADLEES, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
------------------------------------
PETER THORNER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
AND DAVID L. SCHMITT
SENIOR VICE PRESIDENT, GENERAL COUNSEL
BRADLEES, INC.
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------------------
With copy to:
RAYMOND C. ZEMLIN, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Title of Securities Being Amounts to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share (2) Aggregate Offering Price Registration Fee
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 1,250,000 shares $ 4.03 $ 5,037,500 $ 1,331.00
per share
=========================================================================================================================
</TABLE>
(1) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock, par value $.01 per share, of Bradlees,
Inc. (the "Common Stock") as may be required pursuant to the Bradlees, Inc.
2000 Stock Option and Incentive Plan (the "Option Plan") in the event of a
stock dividend, reverse stock split, split-up, recapitalization, forfeiture
of stock under the Option Plan or other similar event. This Registration
Statement also relates to the Rights to purchase shares of Series A Junior
Participating Cumulative Preferred Stock of the Registrant which are
attached to all shares of Common Stock outstanding as of, and issued
subsequent to, November 26, 1999, pursuant to the terms of the Registrant's
Shareholder Rights Agreement dated November 23, 1999. Until the occurrence
of certain prescribed events, the Rights are not exercisable, are evidenced
by the certificates for the Common Stock and will be transferred with and
only with such stock.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933
for shares of Common Stock for which options have not yet been granted and
the price of which is therefore unknown, the fee is calculated on the basis
of the average of the high and low sale price for a share of Common Stock,
as reported on the Nasdaq National Market System as of a date within 5
business days prior to filing this Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Bradlees, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):
(a) the Registrant's Annual Report on Form 10-K for the year ended January
29, 2000, as filed with the Commission on April 27, 2000 pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed with the Commission by the Registrant pursuant
to Section 13(a) or 15(d) of the Exchange Act since April 27, 2000;
and
(c) (i) The description of the Company's Rights to purchase shares of the
Company's Series A Junior Participating Cumulative Preferred Stock
contained in the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on November 30, 1999 and (ii) the
description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, dated January 26, 1999, as filed
with the Commission on January 27, 1999 pursuant to Section 12(g) of
the Exchange Act and any amendments or reports filed for the purpose
of updating such description.
In addition, all documents subsequently filed with the Commission 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 hereto that indicates
that all securities offered hereunder 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 a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any subsequently
filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Articles of Organization provide
that a Director shall not have personal liability to the Company or its
stockholders for monetary damages arising out of the Director's breach of
fiduciary duty as a Director of the Company to the maximum extent permitted by
Massachusetts law. Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts
General Laws provides that the articles of organization of a corporation may
state a provision eliminating or limiting the personal liability of a Director
to a corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, provided, however, that such provision shall not
eliminate or limit the liability of a Director (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
knowing violation of law, (iii) under Section 61 or 62 of the Massachusetts
Business Corporation Law dealing with liability for unauthorized distributions
and loans to insiders, respectively, or (iv) for any transaction from which the
Director derived an improper personal benefit.
The Company's Amended and Restated By-Laws further provide that the
Company shall, to the fullest extent authorized by Chapter 156B of the
Massachusetts General Laws, indemnify each person who is, or was or has agreed
to become, a Director or officer of the Company or who is or was a Director or
employee of the Company and is serving, or shall have served, at the request of
the Company, as Director or officer of another organization or in any capacity
with respect to any employee benefit plan of the Company, against all
liabilities and expenses (including reasonable attorneys' fees), judgments and
fines incurred by him or on his behalf in connection with, or arising out of,
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, or any appeal therefrom in which they may be involved by
reason of being or having been such a Director or officer or as a result of
service with respect to any such employee benefit plan. Section 67 of Chapter
156B of the Massachusetts General Laws authorizes a corporation to indemnify its
directors, officers, employees and other agents unless such person shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that such action was in the best interests of the corporation
or, to the extent such matter is related to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.
The effect of these provisions would be to permit indemnification by
the Company for, among other liabilities, liabilities arising out of the
Securities Act of 1933, as amended (the "Securities Act").
Section 67 of the Massachusetts Business Corporation Law also affords a
Massachusetts corporation the power to obtain insurance on behalf of its
directors and officers against liabilities incurred by them in those capacities.
We have procured a directors' and officers' liability and company reimbursement
liability insurance policy that (i) insures directors and officers of the
Company against losses (above a deductible amount) arising from certain claims
made against them by reason of certain acts done or attempted by such directors
or officers and (ii) insures the Company against losses (above a deductible
amount) arising from any such claims, but only if the Company is required or
permitted to indemnify such directors or officers for such losses under
statutory or common law or under provisions of the Company's Amended and
Restated Articles of Organization or Amended and Restated By-Laws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
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EXHIBIT
*3.1 Amended and Restated Certificate of Incorporation of Registrant.
**3.2 Amended and Restated By-laws of Registrant.
**4.1 Shareholder Rights Agreement, dated as of November 23, 1999.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
***10.1 Bradlees, Inc. 2000 Stock Option and Incentive Plan.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
* Incorporated by reference to the relevant exhibit to the Registrant's
Post-Effective Amendment No. 1 to the Company's Registration Statement
on Form S-1 (SEC File No. 333-66953) filed with the Securities and
Exchange Commission on February 16, 1999.
** Incorporated by reference to the relevant exhibit to the Registrant's
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on November 30, 1999.
*** Incorporated by reference to exhibit 10.20 to the Registrant's Form
10-K, filed with the Securities and Exchange Commission on April 27,
2000.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or 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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(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) herein do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the undersigned registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement;
(2) That, for the purpose of determining any liability under
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; and
4
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(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, each
filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to 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.
(c) 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 foregoing provisions, 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.
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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 Braintree, the Commonwealth of Massachusetts, on this
8th day of June, 2000.
BRADLEES, INC.
By: /s/ Peter Thorner
----------------------------------
Peter Thorner
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Peter Thorner and David L.
Schmitt such person's true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Peter Thorner Chief Executive Officer June 8, 2000
---------------------------
Peter Thorner (Principal Executive
Officer) and Chairman of
the Board
/s/ Cornelius F. Moses, III Senior Vice President and June 8, 2000
---------------------------
Cornelius F. Moses, III Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Robert G. Lynn Director, President and Chief June 8, 2000
---------------------------
Robert G. Lynn Operating Officer
/s/ Robert A. Altschuler Director June 8, 2000
---------------------------
Robert A. Altschuler
6
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/s/ W. Edward Clingman, Jr. Director June 8, 2000
----------------------------
W. Edward Clingman, Jr.
/s/ John A. Curry Director June 8, 2000
----------------------------
John A. Curry
/s/ John M. Friedman, Jr. Director June 8, 2000
----------------------------
John M. Friedman, Jr.
/s/ William H. Roth Director June 8, 2000
----------------------------
William H. Roth
/s/ Willis G. Ryckman Director June 8, 2000
----------------------------
Willis G. Ryckman
/s/ Laurie M. Shahon Director June 8, 2000
----------------------------
Laurie M. Shahon
7
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EXHIBIT INDEX
EXHIBIT
*3.1 Amended and Restated Certificate of Incorporation of Registrant.
**3.2 Amended and Restated By-laws of Registrant.
**4.1 Shareholder Rights Agreement, dated as of November 23, 1999.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
***10.1 Bradlees, Inc. 2000 Stock Option and Incentive Plan.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
* Incorporated by reference to the relevant exhibit to the Registrant's
Post-Effective Amendment No. 1 to the Company's Registration Statement
on Form S-1 (SEC File No. 333-66953) filed with the Securities and
Exchange Commission on February 16, 1999.
** Incorporated by reference to the relevant exhibit to the Registrant's
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on November 30, 1999.
*** Incorporated by reference to exhibit 10.20 to the Registrant's Form
10-K, filed with the Securities and Exchange Commission on April 27,
2000.
8
