<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1996
REGISTRATION NO. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ORCHARD SUPPLY HARDWARE
STORES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-4214109
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
6450 Via Del Oro
San Jose, California 95119
(Address, including zip code, of registrant's principal executive offices)
----------------------
Orchard Supply Hardware Stores Corporation
1993 Stock Option Plan, as amended
Orchard Supply Hardware Stores Corporation
1996 Non-Employee Directors Stock Option Plan
(Full title of the plans)
-----------------------
STEPHEN M. HILBERG
Chief Financial Officer
ORCHARD SUPPLY HARDWARE STORES CORPORATION
6450 Via Del Oro
San Jose, California 95119
(Name and address, including zip code, of agent for service)
-----------------------
Copies to:
ROGER H. LUSTBERG, ESQ.
Riordan & McKinzie
300 South Grand Avenue, 29th Floor
Los Angeles, California 90071
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE/(1)/ OFFERING PRICE/(1)/ FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 575,000
par value per share) shares $26.8125/$31.35 $15,439,875.00 $5,324.09
=================================================================================================
</TABLE>
/(1)/ Pursuant to Rule 457(h), the offering price for 5,000 shares to which
options were granted is the exercise price of $31.35. For the remaining
570,000 shares, the offering price is estimated solely for the purpose of
calculating the remainder of the registration fee, based on the average of
the high and low sales prices for the Company's Common Stock as reported on
the New York Stock Exchange on June 14, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Orchard Supply Hardware
Stores Corporation (the "Company") with the Securities and Exchange Commission,
as noted below, are incorporated by reference into this Registration Statement:
(1) Annual Report on Form 10-K for the fiscal year ended January 28, 1996;
(2) Quarterly Report on Form 10-Q for the quarter ended April 28, 1996;
(3) The description of the Common Stock contained in the Registration
Statement on Form 8-A, dated March 26, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, and prior to the filing of a post-effective
amendment to the Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement contained herein
or in any 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 also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Riordan & McKinzie, a Professional Law Corporation, Los
Angeles, California. Principals and employees of Riordan & McKinzie are limited
partners in FS Equity Partners II, L.P., a California limited partnership, and
FS Equity Partners III, L.P., a Delaware limited partnership, stockholders of
the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Article VI of the Company's Bylaws
provides that the Company may indemnify its officers and Directors to the full
extent permitted by law. Section 145 of the General Corporation Law of the
State of Delaware (the "GCL") provides that a Delaware corporation has the
power to indemnify its officers and directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, provided that such director or officer had no cause to believe his
or her conduct was unlawful.
Subsection (b) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
II-1
<PAGE>
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of
the capacities set forth above, against expenses actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which such director or officer shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action was brought shall determine
that despite the adjudication of liability such director or officer is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.
Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Article Ninth of the Company's Certificate of Incorporation currently
provides that each Director shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability (i) for any breach of the Director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which
the Director derived an improper benefit.
The Company has entered into indemnity agreements with each of its
Directors. The indemnity agreements generally indemnify such persons against
liabilities arising out of their service in their capacities as Directors,
officers, employees or agents of the Company. The Company may from time to time
enter into indemnity agreements with additional individuals who become officers
and/or Directors of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company, as amended to
date. (Incorporated herein by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended May 1, 1994.)
4.2 Bylaws of the Company, as amended to date. (Incorporated
herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1, Registration No. 33-
51437.)
5.1* Opinion of Riordan & McKinzie as to the legality of the Common
Stock registered hereby.
23.1* Consent of Riordan & McKinzie - contained in the opinion filed
as Exhibit 5.1.
23.2* Consent of Arthur Andersen LLP
24.1 Powers of Attorney of Messrs. Jenkins, Hilberg, Seda, Culver,
Figel, Godlas, Hall, Simmons and Spogli (included on pages
II-4 and II-5 hereto).
- -------------------------
*Filed with this registration statement.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
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;
(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;
(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 (i) and (ii) above 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 registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
were applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities under the Securities Act of
1933 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 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 Act and will be governed by the final
adjudication of such issue.
II-3
<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 San Jose, State of California, on this 18th day of
June, 1996.
Orchard Supply Hardware Stores Corporation
By: /s/ Stephen M. Hilberg
----------------------------------
Stephen M. Hilberg
Vice President-Finance
and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Maynard Jenkins, Stephen M. Hilberg, Matt L.
Figel and J. Frederick Simmons, and each of them, his true and lawful attorneys-
in-fact and agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Maynard Jenkins President, Chief Executive Officer June 18, 1996
- --------------------------- and Director (Principal Executive
Maynard Jenkins Officer)
/s/ Stephen M. Hilberg Vice President--Finance, Chief June 18, 1996
- --------------------------- Financial Officer and Director
Stephen M. Hilberg (Principal Financial Officer)
/s/ Michael Seda Controller (Principal Accounting June 18, 1996
- --------------------------- Officer)
Michael Seda
/s/ Mac Allen Culver Director June 18, 1996
--------------------------
Mac Allen Culver
/s/ Matt L. Figel Director June 18, 1996
--------------------------
Matt L. Figel
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Morton Godlas
- ------------------------ Director June 18, 1996
Morton Godlas
/s/ William A. Hall Director June 18, 1996
- ------------------------
William A. Hall
/s/ J. Frederick Simmons Director June 18, 1996
- ------------------------
J. Frederick Simmons
/s/ Ronald P. Spogli Director June 18, 1996
- ------------------------
Ronald P. Spogli
</TABLE>
II-5
<PAGE>
EXHIBIT 5.1
-----------
<PAGE>
RIORDAN & McKINZIE
300 South Grand Avenue
Suite 2900
Los Angeles, California 90071
June 18, 1996
06-813-012
Orchard Supply Hardware Stores Corporation
6450 Via Del Oro
San Jose, California 95119
Ladies and Gentlemen:
You have requested our opinion with respect to an additional 500,000
shares (the "Additional Shares") of the common stock, $0.01 par value per share
(the "Common Stock"), of Orchard Supply Hardware Stores Corporation, a Delaware
corporation (the "Company"), which Additional Shares are to be issued upon the
exercise of stock options to be granted pursuant to the terms of the Company's
1993 Stock Option Plan, as amended (the "1993 Option Plan") and (B) the 75,000
shares of Common Stock of the Company (the "Directors' Shares") which are to be
issued upon the exercise of stock options granted or to be granted pursuant to
the terms of the Company's 1996 Non-Employee Directors Stock Option Plan (the
"1996 Directors Plan"). The Additional Shares and the Directors' Shares are the
subject of a Registration Statement on Form S-8 (the "Registration Statement"),
to which this opinion is attached as an exhibit, to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
We have examined the Company's Certificate of Incorporation and Bylaws
each as amended, the 1993 Option Plan and the 1996 Directors Plan. We have also
examined the records of corporate proceedings taken in connection with the
approval of the 1993 Option Plan and the 1996 Directors Plan and the offer and
sale of the Additional Shares, respectively, in connection therewith.
Based upon the foregoing examinations and subject to compliance with the
applicable state securities and "blue sky" laws, we are of the opinion that (A)
the Additional Shares, when offered, sold and paid for pursuant to the exercise
of stock options granted under the 1993 Option Plan, will be duly authorized,
validly issued, fully paid and non-assessable, and the Directors' Shares, when
offered, sold and paid for pursuant to the exercise of purchase stock option
granted under the 1996 Directors' Plan, will be duly authorized, validly issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ RIORDAN & McKINZIE
<PAGE>
EXHIBIT 23.2
------------
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 23, 1996
included in the Orchard Supply Hardware Stores Corporation's Annual Report on
Form 10-K for the year ended January 28, 1996 and our reports dated March 5,
1993 included in the Company's Registration Statement on Form S-1 dated March
29, 1993, as amended (File No. 33-57752) and to all references to our firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
