AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
The Great Train Store Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2539189
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
14180 Dallas Parkway, Suite 618
Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
The Great Train Store Company 1994 Incentive Compensation Plan
The Great Train Store Company 1994 Director Stock Option Plan
(Full title of each of the Plans)
James H. Levi
Chairman of the Board, President and Chief Executive Officer
The Great Train Store Company
14180 Dallas Parkway, Suite 618
Dallas, Texas 75240
(Name and Address of Agent For Service)
(214) 392-1599
(Telephone Number, Including Area
Code, of Agent For Service)
Copies of all correspondence to:
Douglas J. Bates, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
(314) 862-1200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
============================================ ================ ================= ================== ====================
Proposed Proposed Maximum
Amount Maximum Aggregate Amount of
Title of to be Offering Price Offering Price Registration
Securities to be Registered Registered <F1> Per Share Fee <F2>
============================================ ================ ================= ================== ====================
Common Stock $.01 par value............. 340,000 $6.625 $2,252,500 $777
============================================ ================ ================= ================== ====================
<FN>
<F1> Represents maximum number of additional shares available for issuance under
the Plans.
<F2> Estimated solely for the purpose of calculating the registration fee. Such
estimate has been calculated in accordance with Rule 457(h) under the
Securities Act of 1933 and is based upon the average of the bid and asked
prices per share of the Registrant's Common Stock as reported by the Nasdaq
Small-Cap Market(R) on August 14, 1996.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The Company hereby incorporates by reference in this Registration Statement
the following documents previously filed with the Commission (i) the Company's
registration statement on Form S-8 (No. 33-82626), (ii) the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 30, 1995, (iii) the
Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March
30, 1996 and June 29, 1996, and (iv) the description of the Company's common
stock which is contained in the Company's registration statement on Form SB-2
(No. 33-79554).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein and filed prior to the filing hereof shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein modified or supersedes such statement, and any
statement contained herein or in any other document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any other
subsequently filed document which also is incorporated by reference herein
modified or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Members of the firm of Gallop, Johnson & Neuman, L.C., are the beneficial owners
of 45,487 shares of common stock. In addition, Mr. Charles M. Tureen, a member
of the firm, serves as a director of the Company.
II-1
<PAGE>
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration statement or
incorporated by reference herein.
Exhibit
Number Description
- ------- ------------
4.1* 1994 Incentive Compensation Plan.
4.2* 1994 Director Stock Option Plan.
4.3** First Amendment to The Great Train Store Company 1994 Incentive
Compensation Plan.
4.4 Second Amendment to The Great Train Store Company 1994 Incentive
Compensation Plan.
4.5** First Amendment to The Great Train Store Company 1994 Directors Stock
Option Plan.
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page of the registration
statement).
* Incorporated by reference to registration statement on Form SB-2 (No.
33-79554).
** Incorporated by reference to Annual Report on Form 10-KSB for the fiscal
year ended December 30, 1995.
II-2
<PAGE>
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 Village of Larchmont, State of New York, on August 12,
1996.
THE GREAT TRAIN STORE COMPANY
By: /s/ James H. Levi
------------------------------------
James H. Levi,
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Great Train Store
Company, hereby severally and individually constitute and appoint James H. Levi
and Douglas J. Bates and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and instruments.
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.
Name Title Date
/s/ James H. Levi Chairman of the Board, August 12, 1996
- ----------------------- President, Chief Executive
James H. Levi Officer and Director
/s/ Cheryl A. Taylor Vice President-Finance and August 12, 1996
- ----------------------- Administration (Principal Financial
Cheryl A. Taylor and Accounting Officer)
/s/ Charles M. Tureen Director August 12, 1996
- -----------------------
Charles M. Tureen
/s/ John J. Schultz Director August 12, 1996
- -----------------------
John J. Schultz
/s/ Robert M. Warner Director August 12, 1996
- -----------------------
Robert M. Warner
/s/ Joel S. Pollack Director August 12, 1996
- -----------------------
Joel S. Pollack
II-3
<PAGE>
FORM S-8
THE GREAT TRAIN STORE COMPANY
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
4.1* 1994 Incentive Compensation Plan....................................
4.2* 1994 Director Stock Option Plan.....................................
4.3** First Amendment to The Great Train Store Company
1994 Incentive Compensation Plan....................................
4.4 Second Amendment to The Great Train Store Company
1994 Incentive Compensation Plan....................................
4.5** First Amendment to The Great Train Store Company
1994 Directors Stock Option Plan....................................
5.1 Opinion of Gallop, Johnson & Neuman, L.C............................
23.1 Consent of KPMG Peat Marwick LLP,
independent auditors.........................................
23.2 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5.1)...........................................
24.1 Power of Attorney (included on signature
page of the registration statement).................................
* Incorporated by reference to registration statement on Form SB-2 (No.
33-79554).
** Incorporated by reference to Annual Report on Form 10-KSB for the fiscal
year ended December 30, 1995.
<PAGE>
EXHIBIT 4.4
SECOND AMENDMENT TO
THE GREAT TRAIN STORE COMPANY
1994 INCENTIVE COMPENSATION PLAN
WHEREAS, The Great Train Store Company (the "Company") has heretofore
adopted, and subsequently amended, The Great Train Store Company 1994 Incentive
Compensation Plan (the "Plan"), under which Plan an aggregate of 310,000 shares
of the Company's common stock, $.01 par value per share (the "Common Stock") may
be awarded subject to forfeiture or may be issued upon the exercise of incentive
and nonqualified stock options granted pursuant to and in accordance with the
terms of the Plan;
WHEREAS, the Company has heretofore granted options to eligible individuals
under the Plan to purchase 153,700 shares of Common Stock issuable under the
Plan; and
WHEREAS, in order to provide additional flexibility in granting options to
the Company's key employees, the Board of Directors of the Company has
authorized the amendment of the Plan to increase the number of shares of Common
Stock issuable upon the exercise of options granted thereunder from 310,000 to
460,000 and resolved to present such amendment to the next Annual Meeting of
Stockholders of the Company;
NOW, THERFORE, subject to the approval of the stockholders of the Company
on or before December 30,1996, the first sentence of Article III of the Plan be
and hereby is deleted in its entirety, and the following substituted in lieu
thereof to constitute the first sentence of said Article III from and after the
effectiveness of this Amendment:
"The aggregate number of shares which may be issued under the Plan
shall not exceed 460,000 shares of Stock."
IN WITNESS WHEREOF, this Amendment is dated as of the 14th day of February,
1996.
By /s/ James H. Levi
--------------------------
James H. Levi
Chairman of the Board, President and
Chief Executive Officer
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
-----------------------------
The Board of Directors
The Great Train Store Company
We consent to incorporation by reference in the registration statement on Form
S-8 of The Great Train Store Company of our report dated February 7, 1996,
relating to the consolidated balance sheet of The Great Train Store Company and
subsidiaries as of December 30, 1995 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years ended December 30,
1995 and December 31, 1994, which report appears in the December 30, 1995 annual
report on Form 10-KSB of The Great Train Store Company
KPMG Peat Marwick LLP
Dallas, Texas
August 12, 1996
<PAGE>
EXHIBIT 23.2
GALLOP, JOHNSON & NEUMAN, L.C.
101 SOUTH HANLEY ROAD
SUITE 1600
ST. LOUIS, MISSOURI 63105
(314) 862-1200
August 9, 1996
The Great Train Store Company
14180 Dallas Parkway, Suite 618
Dallas, Texas 75240
Re: Registration Statement on Form S-8
1994 Incentive Compensation Plan
1994 Director Stock Option Plan
Gentlemen:
We have acted as counsel for The Great Train Store Company, a Delaware
corporation (the "Company"), in connection with the various legal matters
relating to the filing of a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, relating
to an aggregate of 340,000 additional shares of the common stock of the Company,
$0.01 par value per share (the "Common Stock"), reserved for issuance in
accordance with the 1994 Incentive Compensation Plan and the 1994 Director Stock
Option Plan (collectively, the "Plans").
We have examined such corporate records of the Company, such laws and other
information as we have deemed relevant, including the Company's Certificate of
Incorporation, Bylaws, resolutions adopted by the Board of Directors and
Stockholders of the Company relating to the Plans and certificates received from
state officials and from officers of the Company. In delivering this opinion, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
correctness of all statements furnished to us by officers of the Company.
Based solely on the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware.
2. The Common Stock being offered by The Company, if issued in accordance
with the Plans, will be validly issued and outstanding and will be
fully paid and nonassessable.
II-1
<PAGE>
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the issuance of the Common
Stock pursuant to the Plans.
Very truly yours,
GALLOP, JOHNSON & NEUMAN, L.C.
