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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OFFICEMAX, INC.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1573735
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3605 Warrensville Center Road, Shaker Heights, Ohio 44122
(Address of Principal Executive Offices) (Zip Code)
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OfficeMax Inc. Amended and Restated Equity-Based Award Plan
OfficeMax Inc. Year 2000 Equity Incentive Plan
(Full Title of the Plan)
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Michael Feuer
Chairman and Chief Executive Officer
OfficeMax, Inc.
3605 Warrensville Center Road, Shaker Heights, Ohio 44122
(Name and Address of Agent for Service)
(216) 471-6900
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title Of Amount Proposed Proposed Amount Of
Securities To To Be Maximum Offering Maximum Aggregate Registration Fee
Be Registered Registered(1)(2) Price Per Share(3) Offering Price(3)
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<S> <C> <C> <C> <C>
Common Shares, without 16,852,657 $4.875 $82,156,703 $21,690
par value
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</TABLE>
(1) Includes 7,852,657 Common Shares available for issuance pursuant to the
OfficeMax, Inc. Amended and Restated Equity-Based Award Plan and 9,000,000
Common Shares available for issuance under the OfficeMax, Inc. Year 2000
Equity Incentive Plan.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers an indeterminate number of
additional Common Shares which may be issuable pursuant to the antidilution
provisions under both of the plans registered hereunder.
(3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act
on the basis of the average high and low sale price per Common Share on the
New York Stock Exchange on June 29, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant, previously filed
with the Securities and Exchange Commission, are incorporated by reference into
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K (the
"2000 Form 10-K") for the fiscal year ended January
22, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 22, 2000;
(c) The description of the Registrant's Common Shares
contained in the Form 8-A Registration Statement
filed with the Commission on October 4, 1994 under
the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Registrant with the Securities and
Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date of
the filing of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities registered hereunder
have been sold, or that de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be a part hereof from the date of the 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.
Article V of the Code of Regulations of the Registrant
provides for indemnification of a director, officer or employee in certain
instances, as permitted under Section 1701.13(E) of the Ohio Revised Code,
against expenses, judgments, fines, and amounts paid in settlement in connection
with the defense of any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which he was, is or is threatened to be made
a party by reason of his status as an officer, director or employee.
A director, officer or employee is entitled to indemnification
only if a determination is made (i) by the directors of the Registrant acting at
a meeting at which a
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quorum consisting of directors who neither were nor are parties to or threatened
with any such action, suit or proceeding is present, (ii) if such a quorum is
not obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel, (iii) by the
shareholders or (iv) by the Court of Common Pleas or the court in which such
action, suit or proceeding was brought, that such director, officer or employee
(a) was not, and has not been adjudicated to have been, negligent or guilty of
misconduct in the performance of his duty to the Registrant, (b) acted in good
faith and in a manner he reasonably believed to be in the best interest of the
Registrant and (c) in any matter the subject of a criminal action, suit or
proceeding, had no reasonably cause to believe that his conduct was unlawful.
Additionally, Section 1701.13(E)(5)(a) of the Ohio Revised
Code provides that, unless prohibited by specific reference in a corporation's
articles of incorporation or code of regulations, a corporation shall pay a
directors expenses, including attorneys' fees, incurred in defending an action,
suit or proceeding brought against a director in such capacity, whether such
action, suit or proceeding is brought by a third party or by or in the right of
the corporation, provided the director delivers to the corporation an
undertaking to (a) repay such amount if it is proved in a court of competent
jurisdiction that his action or failure to act was undertaken with deliberate
intent to injure the corporation or with reckless disregard for the best
interests of the corporation and (b) reasonably cooperate with the corporation
in such action, suit or proceeding.
Section 1701.13(E)(7) of the Ohio Revised Code provides that a
corporation may purchase insurance or furnish similar protection for any
director, officer or employee against any liability asserted against him in any
such capacity, whether or not the corporation would have the power to indemnify
him under Ohio law. The Registrant maintains a directors' and officers'
insurance policy which insures officers and directors of the Registrant from any
claim arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
-------------- ----------------------
4.1 OfficeMax, Inc. Amended and Restated Equity-Based
Award Plan(1)
4.2 OfficeMax, Inc. Year 2000 Equity Incentive Plan(2)
5 Opinion of Ross Pollock, Senior Vice President,
General Counsel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ross Pollock, Senior Vice President,
General Counsel (included in Opinion filed as Exhibit
5 hereto)
24 Powers of Attorney (included at page II-5)
(1) Included as an exhibit to the Registrant's Form 10-K for the fiscal
year ended January 24, 1998 and incorporated herein by reference.
(2) Included as an exhibit to the Registrant's Form 10-K for the fiscal
year ended January 22, 2000 and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
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 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"),
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;
and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
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The undersigned Registrant further undertakes 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 Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
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.
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 provisions described under Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the 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 the question whether such
indemnification by it is against public policy, as expressed in the Securities
Act, and will be governed by the final adjudication of such issue.
[INTENTIONALLY 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 Shaker Heights, State of Ohio, on this
30th day of June, 2000.
OFFICEMAX, INC.
/s/ Michael Feuer
By:
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Michael Feuer
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael Feuer, Jeffrey L.
Rutherford and Ross H. Pollock, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all post-effective amendments to this Registration
Statement, and to file the same with all exhibits hereto, and other documents in
connection herewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on June 30, 2000 by the following
persons in the capacities indicated below.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Michael Feuer
-------------------------------------------- Chairman and Chief Executive Officer
Michael Feuer (Principal Executive Officer)
/s/ Jeffrey L. Rutherford
-------------------------------------------- Executive Vice President, Chief Financial Officer
Jeffrey L. Rutherford (Principal Financial and Accounting Officer)
/s/ Raymond L. Bank
-------------------------------------------- Director
Raymond L. Bank
-------------------------------------------- Director
Burnett W. Donoho
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
/s/ Carl D. Clickman
Director
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Carl D. Glickman
/s/ James F. McCann
Director
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James F. McCann
Director
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Sydell L. Miller
/s/ Ivan J. Winfield
Director
--------------------------------------------
Ivan J. Winfield
</TABLE>
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EXHIBIT INDEX
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Exhibit Number Description of Exhibit
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4.1 OfficeMax, Inc. Equity-Based Award Plan(1)
4.2 OfficeMax, Inc. Year 2000 Equity Incentive
Plan(2)
5 Opinion of Ross Pollock, Senior Vice President,
General Counsel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ross Pollock, Senior Vice President,
General Counsel (included in Opinion filed as
Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
(1) Included as an exhibit to the Registrant's Form 10-K for the fiscal
year ended January 24, 1998 and incorporated herein by reference.
(2) Included as an exhibit to the Registrant's Form 10-K for the fiscal
year ended January 22, 2000 and incorporated herein by reference.
