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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RICHMAN GORDMAN 1/2 PRICE STORES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 47-0771211
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(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12100 West Center Road, Omaha, NE 68144
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(Address of Principal Executive Offices) (Zip Code)
1997 STOCK OPTION PLAN
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(Full title of the plan)
Jeffrey J. Gordman, 12100 W. Center Road, Omaha, NE 68144
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(Name and address of agent for service)
(402) 691-4000
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Securities Amount to be Maximum offering Aggregate Offering Amount of
to be registered Registered Price per unit Price Registration fee
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<S> <C> <C> <C> <C>
Series A common 900,000* $0.051 $45,900 $151.47
stock, issuable upon
the exercise of options
which may be granted
under the 1997 Stock
Option Plan
</TABLE>
* In accordance with Rule 416, there are also being registered an indeterminate
amount of additional shares of Series A Common Stock as may become issuable
upon the exercise of options which may be granted under the 1997 Stock Option
Plan pursuant to the antidilution provisions of such plan.
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Page 1 of 12 Pages.
Exhibit Index Appears on Page 8.
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PART I
ITEM 1. PLAN INFORMATION.
Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION.
Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Registrant's Annual Report for the fiscal year ended
February 1, 1997, on Form 10-K, as filed with the Commission on
May 2, 1997;
(b) The Registrant's Quarterly Report for the three months
ended May 3, 1997, on Form 10-Q, as filed with the Commission on
June 19, 1997;
(c) The Registrant's Quarterly Report for the three months
ended August 2, 1997, on Form 10-Q, as filed with the Commission
on September 16, 1997; and
(d) The description of the class of securities contained in
the Registrant's Registration Statement on Form S-1, as filed
with the Commission on May 26, 1994 (File No. 33-79382), under
the Securities Act of 1933, as amended (the "Securities Act"),
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
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deemed incorporated by this reference in this Registration Statement and
to be a part hereof from the respective date of filing of such documents. Any
statement contained in a document incorporated by reference herein is modified
or superseded to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which incorporated by
reference modifies or replaces such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock of the Registrant is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits
indemnification of directors, officers and other corporate agents under certain
circumstances and subject to certain limitations. The Registrant's Certificate
of Incorporation and its By-Laws provide that the Registrant shall indemnify
its directors, officers, employees and agents to the full extent permitted by
the Delaware General Corporation Law, including circumstances in which
indemnification is otherwise discretionary under Delaware law. The Registrant
maintains a directors and officers liability policy with a $5,000,000 aggregate
liability limit covering the period following emergence from bankruptcy. The
Registrant also maintains a policy with a $2,000,000 aggregate liability limit
covering acts prior to October 20, 1993, which will expire on October 20, 1997.
The indemnification provisions discussed above may be sufficiently broad
to permit indemnification of the Registrant's officers and directors for
liabilities arising under the Securities Act. Please see, "ITEM 9.
UNDERTAKINGS."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
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(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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. 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
end 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 a 20% change in the maximum
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or 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 by the registrant
pursuant to Section 13 or Section 15(d) of the Securities and Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities being offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction whether such indemnification by it
is against the public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
[Remainder of page intentionally left blank]
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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 Omaha, State of Nebraska, on August
19, 1997.
RICHMAN GORDMAN 1/2 PRICE
STORES, INC.
Date: August 19, 1997 By: /s/ Jeffrey J. Gordman
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Jeffrey J. Gordman, President and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Positions Date
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<S> <C> <C>
/s/ Jeffrey J. Gordman President and Chief Executive August 19, 1997
- ---------------------- Officer, Director
Jeffrey J. Gordman
/s/ Paul M. Bass, Jr. Chairman, Board of Directors August 19, 1997
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Paul M. Bass, Jr.
/s/ Paul M. Buxbaum Director August 19, 1997
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Paul M. Buxbaum
/s/ Jerome P. Gordman Director August 19, 1997
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Jerome P. Gordman
/s/ Nelson T. Gordman Director August 19, 1997
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Nelson T. Gordman
/s/ Thomas J. Noonan, Jr. Director August 19, 1997
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Thomas J. Noonan, Jr.
/s/ Philip Scheipe Director August 19, 1997
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Philip Scheipe
/s/ Seth Lehr Director August 19, 1997
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Seth Lehr
/s/ Michael A. Mallaro Vice President of Finance and August 19, 1997
- ---------------------- Chief Financial Officer
Michael A. Mallaro
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
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<S> <C> <C>
(4)(ii) Instruments defining the rights of
security holders including indentures -- Articles 5
and 6 of the Certificate of Incorporation of Richman
Gordman 1/2 Price Stores, Inc. (incorporated by
reference to the Registrant's Registration Statement
on Form S-1 (File No. 33-79382), as filed with the
Commission on May 26, 1994) --
(4)(iii) Instruments defining the rights of security holders
including indentures -- 1997 Stock Option Plan
(incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the three months
ended August 2, 1997, as filed with the Commission
on September 16, 1997) --
(5) Opinion of Dixon & Dixon Ltd., L.L.P. Regarding
Legality (incorporated by reference to Amendment
No. 3 to the Registrant's Registration Statement on
Form S-1 (File No. 33-79382), as filed with the
Commission on February 2, 1995) --
(23)(i) Consents of Experts -- Dixon & Jessup, L.L.P. 9
(23)(ii) Consents of Experts -- Deloitte & Touche LLP 11
</TABLE>
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EXHIBIT 23(i)
CONSENT OF COUNSEL
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Richman Gordman 1/2 Price Stores, Inc. of our opinion
regarding legality dated January 1, 1995, and appearing in the Richman Gordman
1/2 Price Stores, Inc. Registration Statement on Form S-1 (Commission File No.
33-79382).
/s/ Dixon & Jessup Ltd., L.L.P.
Dixon & Jessup Ltd., L.L.P.
Omaha, Nebraska
September 16, 1997
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EXHIBIT 23(ii)
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this Registration Statement of
Richman Gordman 1/2 Price Stores, Inc. on Form S-8 of our reports dated April
4, 1997, appearing in the Annual Report on Form 10-K of Richman Gordman 1/2
Price Stores, Inc. for the year ended February 1, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
September 16, 1997
