<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
The Securities Act of 1933
----------------------------
DUANE READE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3164702
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
440 NINTH AVENUE 10001
NEW YORK, NEW YORK 10001 (Zip Code)
(Address of principal executive offices)
------------------------
DUANE READE INC. 1992 STOCK INCENTIVE PLAN
DUANE READE INC. 1997 EQUITY PARTICIPATION PLAN
(FULL TITLE OF THE PLANS)
-------------------------
ANTHONY J. CUTI
DUANE READE INC.
440 NINTH AVENUE
NEW YORK, NEW YORK 10001
(212) 273-5700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
STEVEN DELLA ROCCA
LATHAM & WATKINS
885 THIRD AVENUE
SUITE 1000
NEW YORK, NEW YORK 10022
(212) 906-1200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities to be Amount Maximum Maximum Amount of
Registered of Shares to Offering Price Aggregate Registration
be Registered Per Share (1) Offering Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock 1,910,543 $0.58; $7.34; $17,218,145 $5,079
$.01 par value $8.33; $12.77;
$16.50; $21.5625
$24.74; $24.89
$29.37; $40.86;
$25.3125
</TABLE>
(1) For purpose of computing the registration fee only. Pursuant to Rule 457(h)
the Proposed Maximum Offering Price Per Share is based upon: (a) the exercise
price per share of $0.58 of outstanding options for 467,557 shares; (b) the
exercise price per share of $7.34 of outstanding options for 68,101 shares; (c)
the exercise price per share of $8.33 of outstanding options for 1,005,772
shares; (d) the exercise price per share of $12.77 of outstanding options for
17,902 shares; (e) the exercise price per share of $16.50 of outstanding
options for 143,000 shares; (f) the exercise price per share of, $21.5625 of
outstanding options for 10,000 shares; (g) the exercise price per share of
$24.74 of outstanding options for 20,000 shares; (h) the exercise price per
share of $24.89 of outstanding options for 5,000 shares; (i) the exercise price
per share of $29.37 of outstanding options for 17,901 shares; (j) the exercise
price per share of $40.86 of outstanding options for 17,901 shares; and (g) for
the remaining 137,409 shares, $25.3125, the average high and low prices
reported for the Company's Common Stock on the New York Stock Exchange on
June 2, 1998.
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by Duane Reade Inc., a Delaware corporation (the "Company"), are
incorporated as of their respective dates in this Registration Statement by
reference:
A. All reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since February 9, 1998.
B. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (File No.
333-41239) of the Registrant.
All documents filed by the Company 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 securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference herein modified or supersedes
such statement. Any such 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.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the
"DGCL") and Article SEVENTH of the Amended and Restated Certificate of
Incorporation provide for indemnification of the Company's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Article SEVENTH
provides that unless otherwise determined by the Board of Directors, the
Company shall indemnify, to the full extent permitted by the laws of Delaware
as from time to time in effect, the persons described in Section 145 of DGCL.
The general effect of the provisions in the Amended and
Restated Certificate of Incorporation and the DGCL is to provide that the
Company shall indemnify its directors and officers against all liabilities and
expenses actually and reasonably incurred in connection with the defense or
settlement of any judicial of administrative proceedings in which they have
become involved by reason of their status as corporate directors or officers,
if they acted in good faith and in the reasonable belief that their conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with
the best interests of the Company. With respect to legal proceedings by or in
the right of the Company in which a director or officer is adjudged liable for
improper performance of his duty to the Company or another enterprise for which
such person served in a similar capacity at the request of this Company,
indemnification is limited by such provisions to that amount which is permitted
by the Court.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4(a) Form of Amended and Restated Certificate of Incorporation
of the Company. (Incorporated herein by reference to
Registrant's Registration Statement on Form S-1, declared
effective on February 9, 1998, File No. 333-41239.)
4(b) Form of Amended and Restated Bylaws of the Company.
(Incorporated herein by reference to Registrant's
Registration Statement on Form S-1, declared effective on
February 9, 1998, File No. 333-41239.)
4(c) Form of certificate representing shares of
Common Stock, $0.01 par value per share. (Incorporated
herein by reference to Registrant's Registration
Statement on Form S-1, declared effective on February 9,
1998, File No. 333-41239.)
<PAGE>
4(d) 1992 Stock Incentive Plan. (Incorporated herein by
reference to Registrant's Registration Statement on Form
S-1, declared effective on February 9, 1998, File No.
333-41239.)
4(e) 1997 Equity Participation Plan (Incorporated herein by
reference to Registrant's Registration Statement on Form
S-1, declared effective on February 9, 1998, File No.
333-41239.)
5(a) Opinion of Latham & Watkins as to the legality of the
Common Stock being registered.
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Latham & Watkins (included in
24(a) Power of Attorney (included on signature page).
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 of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
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;
(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) shall not apply to information
contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability
under the 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 that 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 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.
<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 New York, State of New York, on June 2, 1998.
DUANE READE INC.
By: /s/William J. Tennant
----------------------------
William J. Tennant
Senior Vice President and
Chief Financial 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 date indicated.
Signature Title
--------- -----
Chairman, President, Chief Executive
/s/ Anthony J. Cuti Officer and Director (principal
- ------------------------- executive officer)
Anthony J. Cuti
/s/ William J. Tennant Chief Financial Officer (principal
- ------------------------- financial and accounting officer)
William J. Tennant
/s/ Nicole S. Arnaboldi
- -------------------------
Nicole S. Arnaboldi Director
/s/ David L. Jaffe
- -------------------------
David L. Jaffe Director
/s/ David W. Johnson
- -------------------------
David W. Johnson Director
/s/ Andrew J. Nathanson
- -------------------------
Andrew J. Nathanson Director
- -------------------------
Kevin Roberg
<PAGE>
EXHIBIT INDEX
4(a) Form of Amended and Restated Certificate of Incorporation of the
Company. (Incorporated herein by reference to Registrant's
Registration Statement on Form S-1, declared effective on February
9, 1998, File No. 333-41239.)
4(b) Form of Amended and Restated Bylaws of the Company. (Incorporated
herein by reference to Registrant's Registration Statement on Form
S-1, declared effective on February 9, 1998, File No. 333-41239.)
4(c) Form of stock Certificate representing shares of Common Stock,
$0.01 par value per share. (Incorporated herein by reference to
Registrant's Registration Statement on Form S-1, declared
effective on February 9, 1998, File No. 333-41239.)
4(d) 1992 Stock Incentive Plan. (Incorporated herein by reference to
Registrant's Registration Statement on Form S-1, declared
effective on February 9, 1998, File No. 333-41239.)
4(e) 1997 Equity Participation Plan. (Incorporated herein by reference
to Registrant's Registration Statement on Form S-1, declared
effective on February 9, 1998, File No. 333-41239.)
5(a) Opinion of Latham & Watkins as to the legality of the Common Stock being
registered. 23(a) Consent of Price Waterhouse LLP 23(b) Consent of Latham
& Watkins (included in Exhibit 5(a)).
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Latham & Watkins (included in Exhibit 5(a)).
<PAGE>
[L&W Letterhead]
June 3, 1998
Duane Reade Inc.
440 Ninth Avenue
New York, New York 10001
Re: Registration Statement on Form S-8 with respect to 1,910,543
shares of Common Stock, par value $.01 per share
Ladies and Gentlemen:
In connection with the preparation and filing by Duane Reade Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the issuance
by the Company of 1,910,543 shares of the Company's Common Stock, par value
$.01 per share (the "Shares"), pursuant to the Duane Reade Inc. 1992 Stock
Incentive Plan, the Duane Reade Inc. 1997 Equity Participation Plan
(collectively, the "Plans"), and the stock option agreements between the
Company and each of William J. Tennant, Anthony J. Cuti and Joseph Lacko
(collectively the "Stock Option Agreements"), you have requested our opinion
with respect to the matters set forth below.
In our capacity as counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorizations, issuance and sale of the Shares,
and, for the purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the
<PAGE>
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law of the laws of any local agency within any state.
Subject to the foregoing, it is our opinion that the Shares have
been duly authorized and, when issued upon exercise of the options for such
Shares and payment of the exercise price therefor as contemplated by the Plans
and the Stock Option Agreements will be validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Latham & Watkins
-------------------
Latham & Watkins
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 6, 1998 appearing on page 18 of
Duane Reade Inc.'s Annual Report on Form 10-K for the year ended December 27,
1997.
PRICE WATERHOUSE LLP
New York, New York
May 29, 1998
