<PAGE> 1
As filed with the Securities and Exchange Commission on January 16, 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 of (I.R.S. Employer Identification No.)
incorporation or organization)
1100 EAST CENTRAL AVENUE
DAYTON, OHIO 45449-1888
(Address of principal executive offices) (Zip code)
AMENDED AND RESTATED ROBERDS, INC.
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
(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)
Pursuant to Rule 429(b), the Resale Prospectus constituting a part of
this Registration Statement also relates to the following four Registration
Statements on Form S-8: Registration No. 33-73900, Registration No. 33-79182,
Registration No. 33-81086 and Registration No. 33-97262.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Maximum Proposed Maximum
TITLE OF SECURITIES TO BE Offering Price Aggregate Amount of Registration
REGISTERED (1) Amount to be Registered Per Share (4) Offering Price (4) Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
without par value 25,000 shares (2)(3) $8.1875 $204,687.50 $62.00
=================================================================================================================================
</TABLE>
(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) Maximum number of shares expected to be issued under the Amended
and Restated Roberds, Inc. Deferred Compensation Plan for Outside Directors (the
"Plan") prior to 2000.
(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 January 9, 1997.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement contains a Prospectus as provided by
General Instruction C to Form S-8 which relates to reoffers and resales of
Common Shares of the Registrant by (i) certain of its directors who have
acquired or may acquire shares pursuant to the Amended and Restated Roberds,
Inc. Deferred Compensation Plan for Outside Directors or the Roberds, Inc. 1993
Outside Director Stock Option Plan (the "Director Plan"), or (ii) certain of its
directors, officers and employees who have acquired or may acquire shares
pursuant to the Roberds, Inc. 1993 Stock Incentive Plan (the "Incentive Plan"),
the Roberds, Inc. Employee Stock Purchase Plan (the "Stock Purchase Plan") and
the Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan (the
"Profit Sharing Plan"). Registration statements on Form S-8 relating to Common
Shares issued under the Director Plan, the Incentive Plan, the Stock Purchase
Plan and the Profit Sharing Plan have been filed with the Securities and
Exchange Commission (File Nos. 33-79182, 33-97262, 33-73900 and 33-81086).
<PAGE> 3
PROSPECTUS
ROBERDS, INC.
1,510,000 COMMON SHARES
Without Par Value
This Prospectus relates to not more than 1,510,000 Common Shares
without par value (the "Common Shares") of Roberds, Inc., an Ohio corporation
(the "Company"), which have been or may be acquired by certain of its directors
pursuant to the Roberds, Inc. Outside Director Stock Option Plan or the Amended
and Restated Roberds, Inc. Deferred Compensation Plan for Outside Directors or
certain of its directors, officers and employees pursuant to the Roberds, Inc.
1993 Stock Incentive Plan, the Roberds, Inc. Employee Stock Purchase Plan and
the Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan
(collectively referred to in this Prospectus as the "Plans"). This Prospectus
covers any offers that may be made from time to time by any or all of the
security holders named herein (the "Security Holders"). None of the Security
Holders have indicated to the Company any present intent to sell any shares of
the Company. It is anticipated that the Security Holders will offer shares for
sale at prices related to prevailing market prices. The Company will receive no
part of the proceeds of the sales, if any, made hereunder. All expenses of
registration are being borne by the Company, but all selling and other expenses,
if any, incurred by the individual Security Holders will be borne by such
Security Holders.
The Company's common shares trade on the Nasdaq National Market tier of
the Nasdaq Stock Market under the symbol "RBDS." On January 9, 1997, the closing
price of the Common Shares was $8.25.
The Security Holders and any broker executing selling orders on behalf
of any Security Holder may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be an underwriting
commission under the Securities Act.
SEE "CERTAIN FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON SHARES OFFERED
HEREBY.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is January 16, 1997.
<PAGE> 4
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act with the Securities and
Exchange Commission (the "Commission") which includes this Prospectus with
respect to the Common Shares of the Company offered by Security Holders hereby.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement. For further
information with respect to the Company and the Common Shares offered hereby,
reference is made to the Registration Statement, including the exhibits and
schedules thereto, which may be inspected without charge at the Commission at
450 Fifth Street, N.W., Washington, D.C. 20459 upon payment of prescribed fees.
Statements contained in this Prospectus as to the contents of any contract or
other document referred to are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.
The Company files reports and other information with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Reports, proxy statements and other information filed by the Company with
the Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
or at its Regional Offices located at 500 West Madison, 14th Floor, Chicago,
Illinois 60661-2511 and 7 World Trade Center, New York, New York 10048, and
copies of such material can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Common Shares trade on the Nasdaq National Market tier of the
Nasdaq Stock Market, and reports, proxy statements and other information
concerning the Company may be inspected and copied at the offices of the Nasdaq
National Market at 1735 K Street, N.W., Washington, D.C. 20006.
The Company undertakes to provide without charge to each person to whom
a copy of this Prospectus is delivered, upon oral or written request of such
person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the attention of the
Corporate Secretary, Roberds, Inc., 1100 East Central Avenue, Dayton, Ohio
45449-1888, (937) 859-5127.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company previously filed with the
Commission are, as of their respective dates, incorporated in this Prospectus by
reference and made a part hereof:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996.
3. Description of the Registrant's Common Shares contained in
Item 1 of the Registrant's Registration Statement on Form 8-A
(File No. 0-22702) filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
All reports filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all Common
Shares offered have been sold or which deregisters all Common Shares then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be made a part hereof from the respective date of filing such documents.
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<PAGE> 5
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein which has been filed with the Commission as of
the date hereof shall be deemed to be modified or superseded for purposes of
this Prospectus 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 statement contained
in this Prospectus shall be deemed to be modified or superseded by any statement
contained in a document incorporated or deemed to be incorporated by reference
which has been filed with the commission after the date hereof to the extent
that a statement written in such subsequently filed document 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
Prospectus.
The Company will provide without charge a copy of all documents
mentioned above which have been or may be incorporated in this Prospectus by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that is incorporated
herein) to each person receiving this Prospectus (including any beneficial
owner), upon the written or oral request of such person. Requests for such
copies should be directed to:
Roberds, Inc.
1100 East Central Avenue
Dayton, Ohio 45449-1888
Attention: Corporate Secretary
Telephone: (937) 859-5127
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OF THE SECURITY HOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF ANY OFFER TO BUY, ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR A
SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
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<PAGE> 6
THE COMPANY
Roberds is a leading retailer of a broad range of home furnishing
products, including furniture, bedding, major appliances and consumer
electronics.
The Company was incorporated in 1971 under the laws of the State of
Ohio. Its executive offices are located at 1100 East Central Avenue, Dayton,
Ohio 45449-1888, and its telephone number is (937) 859-5127.
CERTAIN FACTORS
In considering matters discussed in this Prospectus, prospective
purchasers of Common Shares should carefully consider certain risks associated
with the Common Shares including, but not limited to, the following:
CYCLICAL NATURE OF BUSINESS
The market for furniture, bedding, major appliances and consumer
electronics has historically been cyclical, fluctuating significantly with
general economic cycles. During economic downturns, these product lines tend to
experience longer periods of recession and greater declines than the general
economy. The Company believes that the industry is significantly influenced by
economic conditions generally and particularly by the level of housing activity,
interest rates, consumer confidence, personal discretionary spending and credit
availability. There can be no assurance that a prolonged economic downturn would
not have a material adverse effect on the Company.
RELIANCE ON VENDORS AND PRODUCT LINES
Vendors provide the Company with substantial incentives in the form of
discounts, volume rebates, inventory financing programs and cooperative
advertising. There can be no assurance that such vendor incentives will continue
at such levels. A reduction in or discontinuance of these vendor incentives or
significant delays in receiving them could have a material adverse effect on the
Company. Access to certain vendors and brand names is important to the Company's
continuing success. The loss of a key vendor, such as General Electric or
Broyhill, could have a material adverse effect on the Company.
EXPANSION
The Company's growth depends, in part, on its ability to open new
stores in existing markets, successfully remodel certain of its key stores and
expand into new markets. There can be no assurances, however, that the Company
will be able to locate favorable store sites and arrange favorable leases for
new stores, open new stores in a timely manner, and hire, train and integrate
employees and managers in those new stores. There also can be no assurances that
the remodeling of certain key stores will be successful and will not
significantly disrupt operations at those stores. Similarly, there can be no
assurances that the Company will be successful in its existing markets or in any
markets into which it may expand.
COMPETITION
The furniture, bedding, major appliance and consumer electronics
retailing industries are highly competitive and fragmented. While the Company's
competition varies by product line and geographic market, Roberds competes with
many independent local retailers, regional and national specialty retailers,
department stores, general merchandisers and mail order merchandisers.
Competition has caused decreased gross margins, particularly in the electronics
product category. Certain of the companies that compete directly with the
Company have substantially greater financial and other resources than those of
the Company.
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<PAGE> 7
CONTROL BY INITIAL SHAREHOLDERS
After completion of the Company's initial public offering ("IPO") in
November, 1993, the three individuals who owned all of the outstanding Common
Shares prior to the IPO (the "Initial Shareholders") continued to own a majority
of the outstanding Common Shares, and continue to be in a position to control
the outcome of all action requiring shareholder approval, including the election
of the entire Board of Directors, thereby insuring their ability to control the
future direction and management of the Company.
DEPENDENCE ON LEASES WITH AFFILIATED PARTIES.
The Company leases a substantial number of its properties from the
Initial Shareholders or entities controlled by one or more of them.
DEPENDENCE ON SENIOR MANAGEMENT
The Company's performance depends to a significant extent upon the
efforts and abilities of certain members of senior management, in particular
those of Kenneth W. Fletcher, who has served as President of the Company since
its founding in 1971. The loss of the services of any member of senior
management, in particular those of Mr. Fletcher, could have a material adverse
effect upon the Company.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the IPO, 5,866,667 Common Shares were outstanding.
Of these shares, the 2,700,000 Common Shares sold in the IPO are eligible for
sale in the public market without restriction, except for any shares purchased
in the IPO by an affiliate of the Company, and the remaining 3,166,667 Common
Shares are eligible for sale in the public market pursuant to Rule 144
promulgated under the Securities Act of 1933. In addition, the Company has filed
Registration Statements on Form S-8 with respect to all of the 1,300,000 Common
Shares issuable under the Company's 1993 Stock Incentive Plan, all of the 10,000
Common Shares issuable pursuant to the Company's Outside Director Stock Option
Plan, all of the 150,000 Common Shares issuable under the Company's Employee
Stock Purchase Plan, all of the 25,000 Common Shares issuable under the Amended
and Restated Roberds, Inc. Deferred Compensation Plan and 25,000 Common Shares
issuable under the Roberds, Inc. Profit Sharing and Employee Retirement Savings
Plan. Sales of a substantial number of Common Shares in the public market,
whether by purchasers in the IPO or Initial Shareholders, or the perception
that such sales could occur, could adversely affect the market price of the
Common Shares and could impair the Company's future ability to raise through
an offering of its equity securities.
EFFECT OF CERTAIN CHARTER AND REGULATION PROVISIONS
The Company's Amended Articles of Incorporation and Regulations contain
provisions that may discourage acquisition bids for the Company and could limit
the price that certain investors might be willing to pay in the future for
Common Shares. Among such provisions are requirements for staggered terms of
directors and super-majority voting requirements for certain business
combinations.
OTHER FACTORS POSSIBLY AFFECTING FUTURE PERFORMANCE OF THE COMPANY
In addition to the factors identified above, future performance of the
Company may be affected by the factors identified in the section headed
"Forward-Looking Statements" contained in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996, which is incorporated in this
Prospectus by reference and made a part hereof, and by additional factors that
may be identified in future filings by the Company with the Commission.
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<PAGE> 8
PLAN OF DISTRIBUTION
The following table sets forth as of December 31, 1996, the names of
the Security Holders, relevant information regarding the relationship of the
Security Holders to the Company, the number of Common Shares beneficially owned
by each of them (including all shares that may be acquired upon exercise of
options or stock appreciation rights whether or not currently exercisable or
exercisable within 60 days), the number of shares covered by this Prospectus and
the number and percentage of shares held assuming all shares covered by the
Prospectus were sold.
<TABLE>
<CAPTION>
TOTAL NUMBER OF PERCENTAGE
NUMBER OF SHARES HELD OWNERSHIP
SHARES NUMBER OF ASSUMING ASSUMING
BENEFICIALLY SHARES SALE OF SALE OF
OWNED COVERED SHARES COVERED SHARES COVERED
NAME AND ADDRESS OF INCLUDING BY THIS BY THIS BY THIS
BENEFICIAL OWNER TITLE OPTIONS(1) PROSPECTUS(1) PROSPECTUS(2) PROSPECTUS(2)
- ------------------- ----- ------------ ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Kenneth W. Fletcher Chairman, 1,496,020 -0- 1,496,020 25.2
1100 East Central Avenue President,
Dayton, Ohio 45449 Chief Executive
Officer
Donald C. Wright Vice Chairman, 1,495,670 -0- 1,495,670 25.2
1100 East Central Avenue Assistant Secretary
Dayton, Ohio 45449
Howard W. Smith President- 176,627 -0- 176,627 3.0
1100 East Central Avenue Dayton Market,
Dayton, Ohio 45449 Director
Robert M. Wilson Executive Vice 35,150 35,000 150 *
1100 East Central Avenue President, Chief
Dayton, Ohio 45449 Financial Officer,
Assistant Treasurer,
General Counsel,
Secretary,
Director
Michael E. Ray President- 10,000 10,000 -0- *
1100 East Central Avenue Tampa Market
Dayton, Ohio 45449
Michael Van Autreve Vice President- 15,000 15,000 -0- *
1100 East Central Avenue Bedding
Dayton, Ohio 45449
Arthur C. Lanciers Vice President- 11,629 11,629 -0- *
1100 East Central Avenue Furniture
Dayton, Ohio 45449
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
TOTAL NUMBER OF PERCENTAGE
NUMBER OF SHARES HELD OWNERSHIP
SHARES NUMBER OF ASSUMING ASSUMING
BENEFICIALLY SHARES SALE OF SALE OF
OWNED COVERED SHARES COVERED SHARES COVERED
NAME AND ADDRESS OF INCLUDING BY THIS BY THIS BY THIS
BENEFICIAL OWNER TITLE OPTIONS(1) PROSPECTUS(1) PROSPECTUS(2) PROSPECTUS(2)
- ---------------- ----- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Charles Palko Vice President - 10,000 10,000 -0- *
1100 East Central Avenue Appliances
Dayton, Ohio 45449
Brent D. Scharff President - 1,083 1,083 -0- *
1100 East Central Avenue Dayton Market
Dayton, Ohio 45449
William A. Webber Vice President - 9,000 9,000 -0- *
1100 East Central Avenue Electronics
Dayton, Ohio 45449
Robert M. (Mickey) James President - 11,294 11,294 -0- *
1100 East Central Avenue Atlanta Market,
Dayton, Ohio 45449 Appliances
James H. Scott President - 12,073 12,073 -0- *
1100 East Central Avenue Cincinnati Market
Dayton, Ohio 45449
Michael A. Bruns Vice President, 6,000 6,000 -0- *
1100 East Central Avenue Controller,
Dayton, Ohio 45449 Chief Accounting
Officer
Dean P. Macarelli Vice President - 7,000 7,000 -0- *
1100 East Central Avenue Advertising
Dayton, Ohio 45449
Wayne B. Hawkins Treasurer 6,425 6,425 -0- *
1100 East Central Avenue
Dayton, Ohio 45449
Jerry L. Kirby Director 3,500 2,000 1,500 *
One Citizens Federal Centre
Dayton, Ohio 45402
Gilbert P. Williamson Director 3,057 3,057 -0- *
2320 Kettering Tower
Dayton, Ohio 45423
</TABLE>
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<PAGE> 10
<TABLE>
<CAPTION>
TOTAL NUMBER OF PERCENTAGE
NUMBER OF SHARES HELD OWNERSHIP
SHARES NUMBER OF ASSUMING ASSUMING
BENEFICIALLY SHARES SALE OF SALE OF
OWNED COVERED SHARES COVERED SHARES COVERED
NAME AND ADDRESS OF INCLUDING BY THIS BY THIS BY THIS
BENEFICIAL OWNER TITLE OPTIONS(1) PROSPECTUS(1) PROSPECTUS(2) PROSPECTUS(2)
- ---------------- ----- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
James F. Robeson Director 4,172 3,172 1,000 *
5120 Bonham Road
Oxford, Ohio
C. E. Gunter Director 2,000 2,000 -0- *
1100 East Central Avenue
Dayton, Ohio 45449
<FN>
- ----------------
* Less than one percent
(1) Includes (a) all Common Shares that may be acquired upon
exercise of options outstanding at the date of this
Prospectus, whether or not currently exercisable or
exercisable within 60 days and (b) all Common Shares vested
for the benefit of the named persons under the Roberds, Inc.
Profit Sharing and Employee Retirement Savings Plan, the
Roberds, Inc. Employee Stock Purchase Plan, the Roberds, Inc.
1993 Stock Incentive Plan or the Amended and Restated
Roberds, Inc. Deferred Compensation Plan for Outside
Directors. Excludes Common Shares covered by this Prospectus
as to which the number is not determinable because such
Common Shares may be acquired in the future under one or more
of the plans.
(2) Assumes all Common Shares acquired by such persons covered by
this Prospectus have been sold. None of the Security Holders
have indicated any present intent to sell any shares of the
Company.
</TABLE>
The preceding table may be amended or supplemented from time to time to
reflect changes in the persons included as Security Holders and changes in other
information presented. Inclusion in the table as a Security Holder above is not
any admission that the person so named is an "executive officer" or affiliate of
the Company within the meaning of Rule 405 under the Securities Act.
The Security Holders may make private sales of the Common Shares from time
to time directly or through a broker or brokers. In connection with any sales,
the Security Holders and any brokers participating in such sale may be deemed to
be "underwriters" within the meaning of the Act. Security Holders may sell
shares in public or private transactions at negotiated prices or market prices
either directly or through a broker or brokers.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 1701.13 of the Ohio Revised Code provides generally, that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit because
such person was or is a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, or agent of another corporation or entity.
In the event that any director or officer succeeds on the merits in any action,
indemnification is required. Such indemnification includes attorneys fees,
actually and reasonably incurred by such a person in connection with the defense
or settlement of any such action or suit if such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with regard to criminal actions, the
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<PAGE> 11
director or officer had no reason to believe his conduct was unlawful. In the
context of a derivative suit by or in the right of a corporation, a corporation
may indemnify a director or officer if the director or officer acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and such director or officer is not adjudged to be
liable for negligence or misconduct to the corporation, or the action or lawsuit
is not brought under provisions of the Ohio General Corporation Law pertaining
to unlawful loans, dividends or distributions of assets.
Directors only are entitled to advancement of costs incurred in defending
any suit or derivative action, provided that any such action does not arise
under the provisions of the Ohio General Corporation Law pertaining to unlawful
loans, dividends, or distributions of assets. In order to receive mandatory
advancement, a director must first agree to cooperate with the corporation and
repay the amount advanced if it is proven by clear and convincing evidence that
his act or failure to act was done with deliberate intent to cause injury to the
corporation or reckless disregard for the corporation's best interests.
The indemnification provided pursuant to the Ohio General Corporation Law is
not exclusive and is in addition to any further indemnification provided
pursuant to a corporation's code of regulations, any other agreement or
otherwise.
Article VI of the Registrant's Amended Code of Regulations provides that the
Registrant shall provide indemnity pursuant to the foregoing paragraph to the
fullest extent authorized by law, including, the provisions of the Ohio General
Corporation Law. In addition, the Amended Code of Regulations entitles officers
to advancement of costs incurred in defending any suit or derivative action. In
connection with actions initiated by any director or officer seeking indemnity,
indemnification will be provided only if the action, suit or proceeding
initiated by such person was authorized by the board of directors. All
indemnification rights provided by the Amended Code of Regulations are deemed
contract rights pursuant to which any such person entitled to indemnification
may bring suit as if the provisions of the Amended Code of Regulations were set
forth in a separate written contract between the Registrant and any director or
officer.
The Company maintains an insurance policy covering its directors and
officers for alleged wrongful acts or omissions within the scope of their duties
subject to certain exclusions and deductibles. The cost of that policy is borne
by the Company.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Directors, officers and persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.
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<PAGE> 12
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
The following documents previously filed by Roberds, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference and made a part hereof from the date of filing of the
documents:
1. The Company's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarter ended March
31, 1996, June 30, 1996 and September 30, 1996; and
3. The description of the Company's common shares, without par value (the
"Common Shares"), contained in the Company's registration statement on
Form 8-A (File No. 0-22702), including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement, 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, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. Description of Securities.
--------------------------
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
------------------------------------------
Section 1701.13 of the Ohio Revised Code provides generally that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit because
such person was or is a director, officer, employee, member, manager or agent of
the corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, or agent of another corporation or entity.
In the event that any director or officer succeeds on the merits in any action,
indemnification is required. Such indemnification includes attorneys fees
actually and reasonably incurred by such a person in connection with the defense
or settlement of any such action or suit if such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with regard to criminal actions, the director or officer
had no reason to believe his conduct was unlawful. In the context of a
derivative suit by or in the right of a corporation, a corporation may indemnify
a director or officer if the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and such director or officer is not adjudged to be liable for
negligence or misconduct to the corporation, or the action or lawsuit is not
brought under provisions of the Ohio General Corporation Law pertaining to
unlawful loans, dividends or distributions of assets.
Directors only are entitled to advancement of costs incurred in defending
any suit or derivative action, provided that any such action does not arise
under the provisions of the Ohio General Corporation Law pertaining
-10-
<PAGE> 13
to unlawful loans, dividends, or distributions of assets. In order to receive
mandatory advancement, a director must first agree to cooperate with the
corporation and repay the amount advanced if it is proven by clear and
convincing evidence that his act or failure to act was done with deliberate
intent to cause injury to the corporation or reckless disregard for the
corporation's best interests.
The indemnification provided pursuant to the Ohio General Corporation Law is
not exclusive and is in addition to any further indemnification provided
pursuant to a corporation's code of regulations, any other agreement or
otherwise.
Article VI of the Company's Amended Code of Regulations provides that the
Company shall provide indemnity to the fullest extent authorized by law,
including, the provisions of the Ohio General Corporation Law. In addition, the
Amended Code of Regulations entitles officers to advancement of costs incurred
in defending any suit or derivative action. In connection with actions initiated
by any director or officer seeking indemnity, indemnification will be provided
only if the action, suit or proceeding initiated by such person was authorized
by the board of directors. All indemnification rights provided by the Amended
Code of Regulations are deemed contract rights pursuant to which any such person
entitled to indemnification may bring suit as if the provisions of the Amended
Code of Regulations were set forth in a separate written contract between the
Company and any director or officer.
The Company maintains an insurance policy covering its directors and
officers for alleged wrongful acts or omissions within the scope of their
duties. Subject to certain exclusions and deductibles, the amount of that
coverage is $10 million. The cost of that policy is borne by the Company.
ITEM 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
ITEM 8. Exhibits.
---------
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
4.1 Amended Articles of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
registration statement on Form S-8, File No. 33-73900).
4.2 Amended Code of Regulations of the Company (incorporated
by reference to Exhibit 4.2 to the Company's registration
statement on Form S-8, File No. 33-73900).
4.3 Specimen certificate for the Registrant's Common Shares
(incorporated by reference to Exhibit 4.3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, File No. 0-22702).
5.1 Opinion of Arter & Hadden.
23.1 Independent Auditors' Consent.
23.2 Consent of Arter & Hadden (included in Exhibit 5.1).
-11-
<PAGE> 14
24 Powers of Attorney.
99.1 Amended and Restated Roberds, Inc. Deferred Compensation
Plan for Outside Directors, as amended.
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;
(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
and 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 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) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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 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.
(b) 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, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(a) 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
-12-
<PAGE> 15
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 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.
-13-
<PAGE> 16
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 January 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 and on the day of January 14, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* 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
- -------------------------------------
Donald C. Wright
*
- -------------------------------------
James F. Robeson
*By: /s/ Robert M. Wilson
---------------------------------
Robert M. Wilson
Attorney-in-Fact
pursuant to powers of attorney filed herewith
</TABLE>
-14-
<PAGE> 17
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 January 14, 1997.
AMENDED AND RESTATED ROBERDS, INC.
DEFERRED COMPENSATION PLAN FOR
OUTSIDE DIRECTORS
By: /s/ Robert M. Wilson
----------------------------
Robert M. Wilson
Plan Administrator
on behalf of the Board of Directors
of Roberds, Inc.
-15-
<PAGE> 18
EXHIBIT INDEX
-------------
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
4.1 Amended Articles of Incorporation of the Company's (incorporated
by reference to Exhibit 4.1 to the Company's registration
statement on Form S-8, File No. 33-73900).
4.2 Amended Code of Regulations of the Company (incorporated by
reference to Exhibit 4.2 to the Company's registration statement
on Form S-8, File No. 33-73900).
4.3 Specimen certificate for the Registrant's Common Shares
(incorporated by reference to Exhibit 4.3.1 to the Company's
Annual Report of Form 10-K for the fiscal year ended December 31,
1995, File No. 0-22802).
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 Amended and Restated Roberds, Inc. Deferred Compensation Plan for
Outside Directors, as amended.
<PAGE> 1
EXHIBIT 5.1
-----------
Writer's Direct Dial Number:
(216) 696-3431
January 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
January 15, 1997 by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, with respect to
25,000 of the Company's Common Shares, without par value (the "Shares") and an
indeterminate number of plan interests (the "Interests") issuable pursuant to
the Amended and Restated Roberds, Inc. Deferred Compensation Plan for Outside
Directors, effective November 1, 1996 (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 21, 1996, appearing in
the Annual Report on Form 10-K of Roberds, Inc. for the year ended December 31,
1995.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Dayton, Ohio
January 10, 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 Registration Statements
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. Outside Director Stock Option Plan, the Amended and Restated
Roberds, Inc. Deferred Compensation Plan for Outside Directors, the Roberds,
Inc. 1993 Stock Incentive Plan, the Roberds, Inc. Employee Stock Purchase Plan
and the Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan and to
any and all amendments, post-effective amendments and exhibits to such
Registration Statements, 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 10th
day of January, 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/ Donald C. Wright
- ----------------------------------- -----------------------------------
Carl E. Gunter Donald C. Wright
/s/ Michael A. Bruns /s/ James F. Robeson
- ----------------------------------- -----------------------------------
Michael A. Bruns James F. Robeson
<PAGE> 1
EXHIBIT 99.1
------------
ROBERDS, INC.
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
EFFECTIVE NOVEMBER 1, 1996
1. PURPOSE AND ADMINISTRATION OF THE PLAN. The purpose of the Roberds, Inc.
Deferred Compensation Plan for Outside Directors ("Plan") is to provide a
procedure whereby a member of the Board of Directors of Roberds, Inc.
("Corporation" or "Company"), who is not an employee of the Corporation
("Director"), may defer the payment of all (but not less than all) of the fees
payable to the Director for services as a Director (including fees payable to
the Director for services as a member of any committees of the Board). This Plan
was adopted and effective as of May 23, 1995 ("Effective Date") and amended
effective November 7, 1995, and February 27, 1996.
The Corporation shall serve as Plan Administrator and shall execute its
administrative responsibility with respect to the Plan through the Company's
Board of Directors (the "Board") or a committee (the "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. At any time that the Company has a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), only directors who, at the time of service, qualify as
"non-employee directors" within the meaning of Rule 16b-3 or its successor under
the Exchange Act shall be members of the Committee. 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 responsibility for administration of the Plan has been
delegated by the Board to the Committee. The Committee reserves the right to
modify this Plan from time to time or to terminate the Plan; provided, however,
that no modification or termination of the Plan shall void an election already
in effect for the current calendar year or any preceding calendar year, or
adversely affect in any material respect any rights of a Director, or his
beneficiaries, to receive any amounts payable pursuant to the Plan.
2. ELECTION TO DEFER. After the Effective Date, a Director may elect, on or
before December 31 of any year, to defer the receipt of payment of all fees
payable to the Director for services as a Director during the calendar year
following such election and for succeeding calendar years until the Director
ceases to be a Director. Any person who shall become a Director during any
calendar year may elect, before such Director's term begins, to defer the
receipt of payment of all Director's fees for the remainder of such calendar
year and for succeeding calendar years. Any elections under the Plan shall be
made by written notice delivered to the Corporation in the form attached hereto.
A Director may terminate his deferral election in the manner provided
in paragraph 6 below.
3. DIRECTORS' DEFERRED ACCOUNTS. (a) Fees deferred at the election of a Director
shall be held in the general funds of the Corporation and such fees shall be
credited to a separate deferred account ("Deferred Account") for the Director on
the date on which they otherwise would have been paid to the Director. A
separate Deferred Account shall be maintained for each Director who has made an
election to defer fees as provided in this Plan. At the time of making his
election, the Director shall specify how the deferred fees credited to his
Deferred Account shall be deemed invested. Such amounts may be deemed invested
in either (i) cash or (ii) a deemed investment in the common shares, without par
value of the Corporation. Each Director's Deferred Account shall have two
subaccounts, one for cash (the "Cash Subaccount") and another for deemed
investments in the Corporation's common shares (the "Deemed Share Subaccount").
<PAGE> 2
(b) If the Director elects a deferred investment in cash, the Company
shall credit interest on the amount credited to the Director's Cash Subaccount
at the prime rate of interest charged by Bank One, Dayton, NA, or its successor
as principal bank lender to the Company. Such rate of interest shall be set on
January 1 of each calendar year, and that rate shall be utilized for all
purposes under this Plan for the balance of such calendar year, and shall be
re-set on January 1 of each succeeding calendar year. Such interest shall be
compounded annually, and shall be accrued on the unpaid balance in each
Director's Cash Subaccount. Any election by a Director pursuant to Section 3(a)
that has the effect that he ceases investing deferred fees in deemed common
shares and instead invests deferred fees in cash shall become effective
commencing January 1 of the calendar year after such election.
(c) If the Director elects to have the amount credited to his Deferred
Account deemed invested in the Corporation's deemed common shares, then the
total amount of deferred fees credited to his Deemed Share Subaccount shall be
deemed invested in common shares of the Corporation on the last calendar day of
each calendar quarter (a "Quarter End"). On the date of such deemed investment,
the total deferred fees in each Director's Deemed Share Subaccount shall be
divided by the then "fair market value" of a common share, which shall be
determined by averaging the high and low trading prices of the Corporation's
shares on such date. The Director's Deemed Share Subaccount shall then be
credited with that number of whole and fractional shares resulting from such
computation, which shares shall be deemed common shares. In the event a Quarter
End falls on a date on which the Corporation's shares did not trade, the
Corporation shall compute the fair market value of the shares by averaging the
high and low trading prices on the last date immediately preceding the Quarter
End on which there was trading in the Corporation's shares and the average of
the high and low trading prices on the next day following the Quarter End on
which there was trading in the Corporation's common shares, and then determining
the average of the trading prices for each of the two days.
A Director investing in deemed shares shall be entitled to credits
equivalent to cash dividends paid on the Company's actually outstanding common
shares ("Dividend Credits"). Such Dividend Credits will be made to the
Director's Deemed Share Subaccount on the amount of deemed shares credited to
the Director's Deemed Share Subaccount on the dates dividends are paid by the
Corporation on its actually outstanding common shares. Such Dividend Credits
shall be deemed reinvested in the Corporation's common shares on next Quarter
End, using the computation set forth in the preceding paragraph to determine the
number of whole and fractional shares to be credited to such account. Such
additional deemed shares shall then be added to the Director's Deemed Share
Subaccount. No interest shall be credited to a Director's Deemed Share
Subaccount for the period of time from when any Dividend Credits are credited to
his account until such Dividend Credits are converted to additional deemed
shares.
The number of deemed shares held in the Director's Deemed Share
Subaccount shall be adjusted from time to time to reflect stock splits, stock
dividends, or other changes in the Corporation's capital structure, in such
manner as the Committee shall determine.
4. DISTRIBUTIONS FROM DIRECTORS' ACCOUNTS. (a) The Director shall have the
option of having his Cash Subaccount distributed to him by payment of the value
of his Cash Subaccount in a lump sum on the Cessation Date (as defined below) or
in five approximately equal annual installments commencing on the Cessation
Date. Election of such option shall be made in writing, delivered to the
Corporation prior to the date of a Director's death, disability, resignation,
removal, failure to be reelected upon the expiration of his term or retirement
(the "Cessation Date"). If a Director fails to make such an election prior to
his Cessation Date, he shall be considered to have elected installment payments.
Any interest accrued on the amounts in the Director's Cash Subaccount prior to
the Cessation Date shall be paid in the same manner and over the same time
period as payments of the principal amounts, and the unpaid balance in a
Director's Cash Subaccount shall continue to earn interest as provided herein,
until the entire amount of the Cash Subaccount has been paid, which interest
shall be paid in full at the same time principal payments are made.
(b) If a Director should die before full payment of all amounts in his
Deferred Account, the Corporation shall pay the unpaid amounts to the Director's
beneficiaries or estate as provided herein, in the same manner as they would
have been paid to the Director.
(c) At the Cessation Date, for a Director who has a Deemed Share
Subaccount, the Corporation shall issue or acquire common shares equal to the
whole number of deemed shares in a Director's Deemed Share Subaccount, and shall
distribute the actual number of whole shares in the Director's Deemed Share
Subaccount in a lump sum to the Director as soon as practical after the
Cessation Date, and such shares shall be evidenced by a certificate for those
shares, fully paid and non-assessable, issued to the Director or his designated
beneficiary. Any dividends on the common shares paid between the
<PAGE> 3
Cessation Date and the date on which the stock certificate is issued to the
Director shall be paid to the Director in cash as soon as is practical and
without interest thereon. Any funds, fractional shares, or fractional deemed
shares remaining in the Director's Deemed Share Subaccount after such purchase
and distribution shall be deemed invested in cash at fair market value as
defined herein, shall be credited to the Director's Cash Subaccount, and shall
be distributed to the Director in a lump sum as soon as practical after the
distribution of the shares in accordance with paragraph (a) above.
5. BENEFICIARY DESIGNATION. (a) Each Director who has a Deferred Account
hereunder may designate any person or persons (who may be designated
contingently or successively and who may be an entity other than a natural
person) as his beneficiary or beneficiaries to whom his Plan benefits are to be
paid or distributed if he dies before receipt of all such benefits. Each
beneficiary designation shall be filed in the form prescribed by the Plan
Administrator and will be effective only when so filed during the Director's
lifetime. Each beneficiary designation filed with the Plan Administrator will
revoke all beneficiary designations previously filed with the Plan
Administrator. The revocation of the beneficiary designation, no matter how
effected, shall not require the consent of any designated beneficiary.
(b) If any Director fails to designate a beneficiary in the manner
provided above, or if he is not survived by his designated beneficiary or
beneficiaries, any amounts payable from the Director's Deferred Account shall,
following the Director's death, be paid to the estate of the Director.
(c) No beneficiary designated by a Director shall have any rights under
this Plan until (i) a validly executed beneficiary designation naming such
beneficiary shall have been delivered by the Director to the Corporation and
(ii) the Director shall have reached his Cessation Date.
6. TERMINATION OF ELECTION. A Director may terminate his election to defer
payment of fees by written notice delivered to the Corporation. Such termination
shall become effective as of the end of the calendar year in which notice of
termination is given with respect to fees payable for services as a Director
during subsequent calendar years. Amounts credited to the Deferred Account of a
Director prior to the effective date of termination shall not be affected
thereby and shall be paid only in accordance with paragraph 4.
7. NON-ASSIGNABILITY. During the Director's lifetime, the right to the Deferred
Account and interest thereon shall not be transferable or assignable or subject
to claims of creditors of the Director.
8. BOARD AND SHAREHOLDER APPROVAL. The Plan was adopted and effective as of May
23, 1995. The Plan as amended became effective as of November 7, 1995, and is
currently pending approval by holders of a majority of the outstanding common
shares of the Company. Shareholder approval will be solicited in connection with
the annual Stockholder's meeting to be held in May 1996. If the Plan is not
approved, any elections by a Director to receive deemed shares in lieu of cash
compensation shall be void, and such cash compensation shall be deemed to have
been credited to the Director's Cash Subaccount.
9. MISCELLANEOUS. (a) The obligation of the Corporation under the Plan to make
payments or distribute property to Directors, or their beneficiaries,
constitutes the unsecured promise of the Corporation to make payments or
distribute property from its general assets, as provided herein. No Director or
beneficiary shall have any interest in, or a lien or prior claim upon, any
property of the Corporation. To the extent that anyone acquires a right to
receive payment from the Corporation of any amount payable pursuant to the Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Corporation.
(b) Any other provision of this Plan notwithstanding, in the event the
Company experiences a "change in control," as defined in the 1993 Stock
Incentive Plan, or upon the insolvency or bankruptcy of the Corporation, then
any amounts in a Director's Cash Subaccount, including interest thereon, shall
be paid to the Director as soon as practical after such event. For purposes of
this subparagraph 8(b), any amounts credited to a Director's Deemed Share
Subaccount shall be converted into its cash equivalent value as of the date of
the respective event described herein, and shall be paid to the Director in cash
as soon as practical after such event.
<PAGE> 4
(c) It is the express intent of the parties to this Agreement that the
amounts deferred pursuant to this Agreement shall not be subjected to federal
income taxation until such time as they are paid to the Director. It is
understood by the Director that the Company makes no representation or warranty
as to the income tax treatment of the amounts deferred under this Agreement.
In the event that, upon application of pertinent federal income tax
law, regulations, rulings, or final non-appealable court cases, it is determined
that the amounts deferred under this Agreement are subject to income taxation at
the time earned, the Committee and the Director may agree to deliver to the
Director all (but not less than all) of the cash in the Director's accounts,
issue or acquire common shares equal to the whole number of deemed shares in a
Director's Deemed Share Subaccount and distribute the actual number of whole
shares to the Director, and terminate any existing election in effect for that
Director.
ROBERDS, INC., BY
/s/ Robert M. Wilson
- -------------------------
Robert M. Wilson, its
Executive Vice President
