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As filed with the Securities and Exchange Commission on September 9, 1997
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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D.I.Y. HOME WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
OHIO 38-2560752
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5811 CANAL ROAD
SUITE 180
VALLEY VIEW, OHIO 44125
(216) 328-5100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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D.I.Y. HOME WAREHOUSE, INC. 1993 LONG TERM INCENTIVE PLAN
(Full title of the plan)
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STEPHEN G. SCHAFER, ESQUIRE
Jaffe, Raitt, Heuer & Weiss
Professional Corporation
One Woodward Avenue, Suite 2400
Detroit, Michigan 48226
(313) 961-8380
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share(1] Aggregate Offering Price Registration Fee
Common Stock, no par 500,000 108,000 @ $3.56 $1,707,480 $517
value 392,000 @ $3.375
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(1) The offering price and the registration fee have been calculated pursuant
to Rule 457(h) based on the average of the high and low trading prices as
reported on the Nasdaq NMS on September 4, 1997 for options yet to be granted,
and on the actual option prices for options already granted.
There are also registered hereunder any additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the 1993
Plan.
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This registration statement is being filed for the purpose of registering
additional securities to be offered under the D.I.Y. Home Warehouse, Inc. 1993
Long Term Incentive Plan. In accordance with Instruction E to Form S-8, the
contents of Registration Statement No. 33-68608, filed with the Commission on
September 10, 1993, are incorporated by reference into this registration
statement.
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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 Valley View, State of Ohio, on the 20th day of
August, 1997.
D.I.Y. HOME WAREHOUSE, INC.
By:/s/Fred A. Erb
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Fred A. Erb,
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act, this Registrant
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Dated: August 20, 1997 /s/Fred A. Erb
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Fred A. Erb, Chairman of the Board of
Directors
Dated: August 20, 1997
/s/Clifford L. Reynolds
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Clifford L. Reynolds, Director and
President (principal executive officer)
Dated: August 20, 1997
/s/R. Scott Eynon
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R. Scott Eynon, Vice President-
Operations and Director
Dated: August 20, 1997 /s/Dennis C. Hoff
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Dennis C. Hoff, Vice President-General
Merchandising Manager and Director
Dated: August 20, 1997 /s/John M. Erb
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John M. Erb, Secretary and Director
Dated: August 20, 1997 /s/Marilyn A. Eisele
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Marilyn A. Eisele, Vice President-
Administration & Finance and Chief
Financial Officer (principal accounting
and financial officer)
Dated: August 20, 1997 /s/Gregory K. Jones
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Gregory K. Jones
Dated: August 20, 1997 /s/John Augustus Shields
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John Augustus Shields
Dated: August 20, 1997 /s/ Mark A. Timmerman
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Mark A. Timmerman
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D.I.Y. HOME WAREHOUSE, INC.
EXHIBIT INDEX
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Exhibit Filed Page Number
No. Description Herewith Herein
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5.0 Opinion of Jaffe, Raitt, Heuer X
& Weiss, Professional
Corporation, regarding legality
of the Common Stock
23.1 Consent of Jaffe, Raitt, Heuer X See Exhibit 5.0
& Weiss, Professional
Corporation
23.2 Consent of Coopers & X See Exhibit 23.1
Lybrand L.L.P.
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EXHIBIT 5.0
September 4, 1997
D.I.Y. Home Warehouse, Inc.
5811 Canal Road
Valley View, Ohio 44125
Dear Sirs/Madames:
We have acted as special counsel to D.I.Y. Home Warehouse, Inc., an Ohio
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933 on the Form S-8 Registration Statement to
which this opinion is an exhibit (the "Registration Statement") of 500,000
shares of the Company's Common Stock, offered pursuant to the D.I.Y. Home
Warehouse, Inc. 1993 Long Term Incentive Plan (the "Plan") and such additional
number of shares as may be offered pursuant to the antidilution provisions of
the Plan (the "Common Stock").
In rendering the opinion contained in this letter, we have assumed without
investigation that the information supplied to us by the Company is accurate
and complete. Based upon and subject to the foregoing, it is our opinion that,
when the Common Stock is sold, issued and delivered in accordance with the
terms and conditions of the Plan, it will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JAFFE, RAITT, HEUER & WEISS,
Professional Corporation
Stephen G. Schafer
SGS/djl
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of D.I.Y. Home Warehouse, Inc. (the "Corporation") on Form S-8 with
respect to 500,000 additional shares of the Corporation's Common Stock to be
offered under its 1993 Long Term Incentive Plan, of our report dated February
14, 1997, on our audits of the financial statements of D.I.Y. Home Warehouse,
Inc., as of December 28, 1996 and December 30, 1995 and for each of the three
years in the period ended December 28, 1996, appearing on page 11 of the Annual
Report of D.I.Y. Home Warehouse, Inc. incorporated by reference in Form 10-K
for the year ended December 28, 1996 as filed with the Securities and Exchange
Commission.
COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
September 3, 1997
