<PAGE> 1
As filed with the Securities and Exchange Commission on October 14, 1997
Registration No. 333-_____
------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ROBERDS, INC.
(Exact name of registrant as specified in its charter)
OHIO 31-0801335
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1100 EAST CENTRAL AVENUE
DAYTON, OHIO 45449-1888
(Address of principal executive offices) (Zip code)
ROBERDS, INC. AMENDED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
ROBERT M. WILSON, EXECUTIVE VICE PRESIDENT
ROBERDS, INC.
1100 EAST CENTRAL AVENUE
DAYTON, OHIO 45449-1888
(Name and address of agent for service)
(937) 859-5127
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED (1) OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE (4) OFFERING PRICE (4) FEE
=========================== ========================= ========================= ========================== ================
<S> <C> <C> <C> <C>
Common Shares without par 350,000 shares (2)(3) $3.25 $1,137,500 $344.70
value
===========================================================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933 the ("Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Additional number of Common Shares which may be issued pursuant to
the Roberds, Inc. Amended Employee Stock Purchase Plan as a result of the
amendment thereto approved effective May 13, 1997.
(3) Pursuant to Rule 416 under the Securities Act, additional shares of
the Common Stock of the Company issued or which become issuable in order to
prevent dilution resulting from any future stock split, stock dividend or
similar transaction are also being registered hereunder.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act based upon the average of the
high and low prices per share of the Company's Common Shares reported on the
Nasdaq National Market for October 10, 1997.
</TABLE>
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement has been filed to register the 350,000
additional Common Shares made available under the Roberds, Inc. Amended Employee
Stock Purchase Plan (the "Plan") by reason of the amendment thereto approved
effective May 13, 1997. Pursuant to General Instruction E to Form S-8, the
contents of the Registrant's earlier Registration Statement on Form S-8 (File
No. 33-73900) relating to the Plan are incorporated herein by reference and made
a part hereof, and only the items required pursuant to such instruction are
included herein.
-2-
<PAGE> 3
SIGNATURES
The Registrant. 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 Dayton, State of Ohio, on October 14, 1997.
ROBERDS, INC.
By: /s/ Robert M. Wilson
----------------------------------------
Robert M. Wilson
Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 14th day of October, 1997.
SIGNATURE TITLE
--------- -----
* Chairman of the Board of Directors,
- ----------------------------- Chief Executive Officer and President
Kenneth W. Fletcher (Principal Executive Officer)
/s/ Robert M. Wilson Director, Executive Vice President and
- ----------------------------- Chief Financial Officer (Principal Financial
Robert M. Wilson Officer)
* Vice President, Controller and Chief Accounting
- ----------------------------- Officer (Principal Accounting Officer)
Michael A. Bruns
* Director
- -----------------------------
Carl E. Gunter
* Director
- -----------------------------
Jerry L. Kirby
* Director
- -----------------------------
Gilbert P. Williamson
* Director
- -----------------------------
James F. Robeson
* Director
- -----------------------------
Howard W. Smith
*By: /s/ Robert M. Wilson
--------------------------------
Robert M. Wilson
Attorney-in-Fact
pursuant to powers of attorney filed herewith
-3-
<PAGE> 4
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the plan administrators have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Dayton, State of Ohio, on October 14, 1997.
ROBERDS, INC. AMENDED EMPLOYEE STOCK
PURCHASE PLAN
By: /s/ Robert M. Wilson
---------------------------------
Robert M. Wilson
Plan Administrator
-4-
<PAGE> 5
EXHIBIT INDEX
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
5.1 Opinion of Arter & Hadden.
23.1 Independent Auditors' Consent.
23.2 Consent of Arter & Hadden (Included in Exhibit 5.1).
24 Powers of Attorney.
99.1 Roberds, Inc. Amended Employee Stock Purchase Plan.
<PAGE> 1
EXHIBIT 5.1
-----------
Writer's Direct Dial Number:
(216) 696-3431
October 14, 1997
Roberds, Inc.
1100 East Central Avenue
Dayton, Ohio 45449-1888
Gentlemen:
As special securities counsel for Roberds, Inc., an Ohio corporation
(the "Company"), we are familiar with the Registration Statement on Form S-8,
referred to herein as the "Registration Statement", to be filed on or about
October 14, 1997 by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, with respect to
350,000 of the Company's Common Shares, without par value (the "Shares") and an
indeterminate number of plan interests (the "Interests") issuable pursuant to
the Roberds, Inc. Amended Employee Stock Purchase Plan, effective May 13, 1997
(the "Plan").
In connection with the foregoing, we have examined (a) the Amended
Articles of Incorporation and the Code of Regulations of the Company, each as
amended to date, (b) the Plan, and (c) such records of the corporate proceedings
of the Company and such other documents as we deemed necessary to render this
opinion.
Based upon such examination, we are of the opinion that:
1. The Shares have been duly authorized and when issued and
delivered upon receipt of the consideration provided for under the Plan
and in the manner contemplated by the Plan will be validly issued,
fully paid, and nonassessable.
2. The Interests have been duly authorized and when issued and
delivered upon receipt of the consideration provided for under the Plan
and in the manner contemplated by the Plan will be validly issued,
fully paid, and nonassessable.
We hereby bring to your attention that our legal opinions are an
expression of professional judgment and not a guarantee of a result. This
opinion is rendered as of the date hereof, and we undertake no, and hereby
disclaim any, obligation to advise you of any changes or new developments that
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Arter & Hadden
------------------
ARTER & HADDEN
<PAGE> 1
EXHIBIT 23.1
------------
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Roberds, Inc. on Form S-8 of our report dated February 27, 1997,
appearing in the Annual Report on Form 10-K of Roberds, Inc. for the year ended
December 31, 1996 and of our report dated March 8, 1997, appearing in Amendment
No. 1 to Annual Report on Form 10-K/A of Roberds, Inc. for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Dayton, Ohio
October 9, 1997
<PAGE> 1
EXHIBIT 24
----------
POWER OF ATTORNEY
ROBERDS, INC.
Common Stock
KNOW ALL MEN BY THESE PRESENTS: That each person whose signature
appears below has made, constituted and appointed, and by this instrument does
make, constitute and appoint Robert M. Wilson, Michael A. Bruns and Glenn E.
Morrical, and each of them, his true and lawful attorney, with full power of
substitution and resubstitution, to affix for him and in his name, place and
stead, as attorney-in-fact, his signature as director or officer, or both, of
Roberds, Inc., an Ohio corporation (the "Company"), to a Registration Statement
on Form S-8 or any other form that may be used from time to time, with respect
to the issuance and sale of its Common Shares and other securities pursuant to
the Roberds, Inc. Amended Employee Stock Purchase Plan and to any and all
amendments, post-effective amendments and exhibits to that Registration
Statement, and to any and all applications and other documents pertaining
thereto, giving and granting to each such attorney-in-fact full power and
authority to do and perform every act and thing whatsoever necessary to be done
in the premises, as fully as they might or could do if personally present, and
hereby ratifying and confirming all that each of such attorney-in-fact or any
such substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed this 30th
day of September, 1997.
/s/ Kenneth W. Fletcher /s/ Jerry L. Kirby
- --------------------------------- --------------------------------
Kenneth W. Fletcher Jerry L. Kirby
/s/ Robert M. Wilson /s/ Gilbert P. Williamson
- --------------------------------- --------------------------------
Robert M. Wilson Gilbert P. Williamson
/s/ Carl E. Gunter /s/ Howard W. Smith
- --------------------------------- --------------------------------
Carl E. Gunter Howard W. Smith
/s/ Michael A. Bruns /s/ James F. Robeson
- --------------------------------- --------------------------------
Michael A. Bruns James F. Robeson
<PAGE> 1
EXHIBIT 99.1
------------
ROBERDS, INC.
AMENDED EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED MAY 13, 1997
ARTICLE I - PURPOSE
Section 1.1 - The Roberds, Inc. Employee Stock Purchase Plan (the
"Plan") is intended to encourage employees of Roberds, Inc. and its Subsidiaries
to remain in the employ of the Corporation or its Subsidiaries and to acquire a
proprietary interest in the Corporation through the purchase of its Common
Stock. It is intended that this Plan shall constitute an "Employee Stock
Purchase Plan" within the meaning of Section 423 of the Code. Pursuant to the
Plan, Employees will be able to purchase Common Stock of the Corporation, at a
price less than its fair market value on the date of purchase, from funds
accumulated through payroll deductions within a specified period from the
effective date of any Offering under the Plan.
ARTICLE II - DEFINITIONS
Section 2.1 - The following words and phrases shall have the meanings
indicated for the purposes of the Plan, unless the context clearly indicates
otherwise:
(a) "Board" - The Board of Directors of Roberds, Inc..
(b) "Code" - The Internal Revenue Code of 1986, as amended.
(c) "Committee" - The Committee provided for in Article III of the
Plan.
(d) "Stock" - The Common Stock of the Company, without par value, or
any Common Stock which is a successor to that class.
(e) "Corporation" - Roberds, Inc., an Ohio corporation.
(f) "Employee" - Any individual employed by the Corporation or any
Subsidiary except persons whose customary employment is for either (i) not more
than 20 hours per week, or (ii) not more than 5 months during any calendar year,
provided that he shall have at least 90 days of continuous employment
immediately prior to any Offering Date specified in Section 6.1.
(g) "Offering" - Any offering made by the Corporation in accordance
with applicable laws and regulations and the terms and conditions of the Plan,
permitting eligible Employees to purchase Stock under the Plan.
(h) "Option" - The right of an eligible Employee to purchase Stock
pursuant to an Offering.
(i) "Participating Employee" - An Employee who makes an authorization
for payroll deductions pursuant to Section 6.2 below.
<PAGE> 2
(j) "Plan" - The Roberds, Inc. Employee Stock Purchase Plan, as herein
set forth, and as amended from time to time pursuant to Section 13.1 below.
(k) "Subsidiary" - A corporation of which shares having 50% or more of
the voting power are owned or controlled, directly or indirectly, by the
Corporation.
Section 2.2 - The masculine gender shall include the feminine, and the
singular shall include the plural, where appropriate.
ARTICLE III - ADMINISTRATION OF THE PLAN
Section 3.1 - The Plan shall be administered by the Company's Board, or
by a committee ("Committee") of the Board, as determined from time to time by
the Board. The Committee shall consist of no fewer than three directors of the
Company who shall be appointed, from time to time, by the Board. All references
in this Plan to the Committee shall be understood to refer either to the full
Board or to the Committee, to the extent administration of the Plan has been
delegated by the Board to the Committee.
Section 3.2 - The Committee shall have full power to construe and
interpret the Plan (subject to advice of the Corporation's General Counsel with
respect to any question of law), to determine and fix the terms of Offerings and
Options, subject to the requirements and provisions of the Plan, and generally
to determine any and all questions arising under the Plan.
ARTICLE IV - EMPLOYEES ELIGIBLE TO PURCHASE STOCK
Section 4.1 - All Employees of the Corporation or of any Subsidiary of
the Corporation as of 9 p.m., Eastern Time, on an Offering Date as specified in
Section 6.1, shall be granted an Option to purchase Stock as described in more
detail herein, except for any such Employee, who immediately after the granting
of an Option, would own (or be deemed to own under the rules of Section
423(b)(3) or 425(d) of the Code) stock of any and all classes possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Corporation or any Subsidiary. If the effect of the granting of
an Option to an Employee is such that his total stock ownership (as determined
under Sections 423(b)(3) and 425(d) of the Code) equals or exceeds such five
percent (5%) limitation, such Option shall be entirely void in the case of any
such Employee as if that Option had never been granted to him.
ARTICLE V - STOCK
Section 5.1 - The Stock subject to Offerings shall be the Corporation's
authorized but unissued shares of Stock and shares of Stock held in the
treasury, whether acquired by the Company specifically for use under the Plan or
otherwise, which may be used, as the Committee may from time to time determine,
for purposes of the Plan.
ARTICLE VI - OFFERINGS, GRANTING OF OPTIONS, AUTHORIZATION OF PAYROLL DEDUCTIONS
BY PARTICIPATING EMPLOYEES
Section 6.1 - Unless a different time period is specified by the
Committee, two six-month Offerings of Options to purchase shares of Stock under
the Plan will be made by the Committee to all Employees each calendar year,
commencing, respectively, on January 1 and July 1 of each calendar year (the
"Offering Dates") and terminating on June 30 and December 31 of each such year.
Notwithstanding the foregoing, the initial Offering under the Plan commenced on
January 1, 1994 and terminated on June 30, 1994. A new Offering of Options shall
be made with no further Committee action on the first day of each subsequent
six-month period thereafter, until the earlier of the expiration or termination
of the Plan, the suspension of further Offerings by the Committee or providing a
different time period for the Offerings. Every Employee on the effective date of
any Offering shall be deemed to have been granted an Option to purchase Stock in
an amount as provided in Section 6.2.
<PAGE> 3
Section 6.2 - In an Offering, each Employee is granted an Option to
purchase the maximum number of whole shares of Stock which may be acquired based
on the percentage of the employee's total compensation which he has elected to
have withheld (up to a maximum of 15%) during his participation in the Offering.
Each eligible Employee may become a Participating Employee in an Offering by the
execution and delivery to the Corporation of a payroll deduction form not later
than the commencement date of any Offering under the Plan, as provided by the
Committee. A Participating Employee may authorize payroll deductions at the rate
of any whole percentage (up to a maximum of 15) of his total compensation (which
shall, for purposes of the Plan, be determined without excluding the amount of
any elective deferrals or other amounts withheld from his compensation) during
the period of the Offering.
After an Employee has become a Participating Employee in an Offering
his participation shall continue on the same basis in each subsequent Offering
thereafter, until: (i) such Offerings are terminated, (ii) the Participating
Employee withdraws or changes his payroll deduction pursuant to Section 6.4 or,
(iii) the Plan is terminated or expires.
For each Participating Employee authorizing a payroll deduction, the
Corporation will establish on its books a stock purchase account to which
payroll deductions will be credited. The amount credited to the account of each
Participating Employee shall be applied to pay for Stock purchased by such
Employee upon the exercise of his Option as provided herein. Stock subject to
Option under the Plan may only be purchased with amounts credited to an
Employee's stock purchase account; cash purchases are not permitted.
Section 6.3 - Amounts withheld from an Employee's pay shall be under
the control of the Corporation and need not be held in trust. Amounts credited
to the accounts of employees of Subsidiaries of the Corporation shall be
remitted to the Corporation from time to time.
Section 6.4 - A Participating Employee may, at any time not later than
five (5) business days prior to the close of any Offering, by written notice to
the Committee, direct the Corporation to reduce or cease payroll deductions and,
as the case may be:
(a) Exercise his Option to purchase with respect to the number
of shares which may be purchased at the Option Price for such Offering
(as determined pursuant to Section 7.1) with all or any specified part
of the amount then credited to his account, and withdraw in cash any
amount remaining in such account;
(b) Reduce the amount of his subsequent payroll deductions
and/or withdraw in cash all or any specified part of the amount then
credited to his account, in which event his Option to purchase shall be
reduced to the number of shares of Stock which may be purchased, at the
Option Price for such Offering (as determined pursuant to Section 7.1)
taking into account such reduced deduction or withdrawal;
(c) Withdraw in cash the amount credited to his account and
terminate his Option.
Any reduction made in the number of shares subject to Option to
purchase is subject to the provisions of Section 6.2 hereof and shall be
permanent.
ARTICLE VII - TERMS AND CONDITIONS OF OFFERINGS AND OPTIONS
Section 7.1 - Except as provided in subparagraph (d) of this Section
7.1, all eligible Employees shall have the same rights and privileges.
(a) Option Price.
Except as the Committee may otherwise provide before the commencement
of any Offering, the price per share at which Stock may be purchased thereunder
shall be the lesser of (i) eighty-five percent (85%) of the fair market value
per share of Stock determined on the first day of the Offering, or (ii)
eighty-five (85%) of the fair market value per share of Stock determined on the
last day of the Offering. For purposes of Stock to be purchased pursuant to any
Offering hereunder, "fair market value" of a share shall mean the average of the
high and low prices reported in the consolidated reporting system (for exchange
traded securities and last sale reported over-the-counter securities) or the
average of the bid and asked prices (for other over-the-counter securities),
determined on the date the Offering commences and on the date the Offering
terminates,
<PAGE> 4
or, if no such prices are available, the fair market value on such dates of a
share as the Board shall determine. Unless other dates are specified by the
Committee, the date on which the Offering commences and the date the Offering
terminates shall be deemed the dates on which the fair market value of a share
of Stock shall be determined.
(b) Purchase of Stock
At the close of each Offering, a Participating Employee's
Option shall be exercised automatically for the purchase of that number
of full shares of Stock which the accumulated payroll deductions
credited to his account will purchase at the Option Price specified in
Section 7.1(a). Unless the Participating Employee otherwise directs,
any unused credit balance in his stock purchase account shall be used
to purchase Stock in the subsequent Offering, if he is a participant
therein.
(c) Term of Offering
The terms and Expiration Date of each Offering shall be
specified in each such Offering, but in no event shall any Offering
under the Plan be more than sixty (60) months in duration.
(d) Accrual Limitation
Notwithstanding any other provision of the Plan, no Offering
shall be deemed to have the effect of granting to any Employee an
Option which permits him to purchase Stock pursuant to all unexpired
Offerings under the Plan of the Corporation or any Subsidiary to accrue
at a rate which exceeds at any time twenty-five thousand dollars
($25,000) of the fair market value of the Stock (determined at the time
such Option is granted) during any calendar year in which such Option
is outstanding. For the purposes of this subparagraph (d):
(A) an Option accrues when the Option (or any portion
thereof) first becomes exercisable during any calendar year;
(B) an Option accrues at the rate provided in the
applicable Offering, but in the case of no Employee may such
rate exceed twenty-five thousand dollars ($25,000) of the fair
market value of the Stock (determined at the time the Option
is granted) during any one calendar year;
(C) an Option that has accrued under any one Offering
may not be carried over by an Employee to any other Offering;
and
(D) only Options to purchase Stock that have been
granted under an Employee Stock Purchase Plan which complies
with Section 423 of the Code shall be taken into account for
purposes of this subparagraph (d).
(e) Nontransferability of Options
An Option shall not be transferable by the Employee to whom it
has been granted otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by
him. However, in the discretion of the Committee, the terms of any
Offering may prohibit transfer under any circumstances and provide for
cancellation of the unexercised portion of any Option upon the death of
an Employee.
(f) Rights on Termination of Employment
Subject to any specific limitations and rules of uniform
application prescribed by the Committee in any Offering, in the event
that a Participating Employee ceases to be an Employee he shall have
the right for not more than three (3) months thereafter (or, in the
event of his death, his beneficiary or estate shall have the right for
not more than one (1) year thereafter) but not beyond the expiration of
any Offering, to: (i) elect to exercise his Option in respect to whole
Shares by applying all or any part of the amount previously credited to
his share purchase account and to receive any balance in cash; or (ii)
withdraw in cash the amount in his share purchase account and terminate
his election to purchase. In no event, however, shall anything
contained in this subparagraph (f) be deemed to confer upon any
Employee (or his beneficiary or estate in the event of his death) the
right to purchase
<PAGE> 5
more than the maximum number of shares of Stock that he would otherwise
have been entitled to purchase pursuant to the terms of the applicable
Offering.
(g) Other Provisions
Each Offering shall contain such other provisions as the
Committee shall deem advisable, provided that no such provision may in
any way conflict, or be inconsistent with, the terms of the Plan as
amended from time to time.
(h) Legal Requirements Re Issuing Shares
No shares of Stock shall be issued or transferred pursuant to
an Option unless and until all legal requirements applicable to the
issuance or transfer or such shares have, in the opinion of counsel to
the Company, been complied with. In connection with any such issuance
or transfer, the person acquiring the shares shall, if requested by the
Corporation, give assurances satisfactory to counsel to the Corporation
that the shares are being acquired for investment and not with a view
to resale or distribution thereof and assurances in respect of such
other matters as the Corporation or a Subsidiary may deem desirable to
assure compliance with all applicable legal requirements.
ARTICLE VIII - RECAPITALIZATION OR REORGANIZATION AND STOCK DIVIDENDS
Section 8.1 - If the Corporation shall be the surviving corporation in
any merger, consolidation or reorganization, each outstanding Option shall
pertain to and apply to the securities to which a holder of the number of shares
subject to that Option would have been entitled. Upon the adoption of any plan
for the dissolution or liquidation of the Corporation, or upon the approval of
any merger, consolidation or reorganization in which the Corporation is not the
surviving corporation, each outstanding Option shall terminate, provided,
however, that each Participating Employee shall, in such event, subject to such
rules and limitations of uniform applications as the Committee may prescribe, be
entitled to the rights of terminating Employees provided in Section 7(f) with
respect to the Offering in effect prior to the adoption or approval of any such
Plan.
Section 8.2 - The aggregate number of shares of Stock which may be sold
pursuant to all Offerings, the aggregate number of shares of Stock which may be
purchased by the exercise of outstanding Options in any Offering and the number
of shares of Stock and the Option Price per share covered by each such Offering
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Stock of the Corporation resulting from a subdivision or
consolidation of shares of Stock or other capital adjustment, or the payment of
a stock dividend or other increase or decrease in such shares of Stock effected
without the receipt of consideration by the Corporation.
Section 8.3 - The adjustments provided for in this Article shall be
made by the Committee, whose determination in that respect shall be final.
Section 8.4 - Except as provided in this Article, no Participating
Employee shall have any rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger or reorganization.
Section 8.5 - The grant of an Option under the Plan shall not affect in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.
ARTICLE IX - RIGHTS AS STOCKHOLDERS
Section 9.1 - No Participating Employee nor the transferee of any
Option shall have any rights as a stockholder with respect to any Stock
purchased pursuant to any Offering until the issuance of a stock certificate for
such Stock. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued. Subject to Section 7(h), stock certificates shall be
issued promptly after the exercise of any Option in any Offering.
-7-
<PAGE> 6
ARTICLE X - TERM OF PLAN
Section 10.1 - Offerings may be made under the Plan from time to time,
provided that no Offering shall terminate later than December 31, 2007.
ARTICLE XI - NUMBER OF SHARES
Section 11.1 - The aggregate number of shares of Stock that may be sold
pursuant to all Offerings under the Plan shall not exceed 500,000, subject to
adjustment pursuant to Article VIII.
ARTICLE XII - INDEMNIFICATION OF COMMITTEE
Section 12.1 - The members of the Committee shall be indemnified by the
Corporation against the reasonable expenses incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
thereof, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Offering or
Option, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by legal counsel selected by the Corporation) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding. A member of the Committee shall not be entitled to indemnification
with respect to any matter or claim arising out of gross negligence or willful
misconduct by such member in the performance of his duties. As a condition of
any indemnification, a Committee member shall in writing offer the Corporation
the opportunity, as its own expense, to handle and defend any suit or claim
against him. The rights of indemnification provided in this Section 12.1 shall:
(a) operate as a contract right of each member of the Committee, (b) be in
addition to (and shall not limit) any other rights of indemnification provided
to the member of the Committee pursuant to law, the articles of incorporation or
regulations of the Corporation, or any other instrument, and (c) survive
termination of service by the member of the Committee and termination of the
Plan.
ARTICLE XIII - AMENDMENT OR DISCONTINUANCE OF THE PLAN
Section 13.1 - The Plan may be amended by the Board at any time,
provided that, without the approval of the shareholders of the Corporation, no
amendment shall be made which (a) shall cause any Option to fail to qualify as
an option under Section 423 of the code, (b) shall increase the number of shares
of Stock which may be optioned or sold pursuant to any Offering, (c) shall make
any change in the Employees or class of Employees eligible to participate in any
Offering, (d) shall amend the provisions of Section 10.1 to extend the term of
the Plan, or (f) shall amend this Article XIII.
Section 13.2 - The Board may by resolution adopted by a majority of the
entire Board discontinue the Plan.
Section 13.3 - No amendment or discontinuance of the Plan by the Board
or the shareholders of the Company shall adversely affect any Option theretofore
granted without the consent of any grantee of such Option.
ARTICLE XIV - EFFECTIVE DATE AND APPROVAL OF STOCKHOLDERS
Section 14.1 - The Plan was adopted by the Board on September 24, 1993
and approved by the shareholders on September 24, 1993. The Plan became
effective upon the effectiveness of the Company's Registration Statement, filed
by the Company under the Securities Act of 1933, on January 10, 1994,
Registration No. 33-73900.
<PAGE> 7
The Plan was amended by the Board effective November 1, 1996, and was
amended again on February 20, 1997, to be effective upon approval by the
shareholders, and such shareholder approval was obtained on May 13, 1997.
ROBERDS, INC., BY
/s/ Robert M. Wilson
Robert M. Wilson, its
Executive Vice President
