<PAGE> 1
As filed with the Securities and Exchange Commission on June 17, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BORDERS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-3196915
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
500 EAST WASHINGTON STREET
ANN ARBOR, MICHIGAN 48104
(Address of principal executive offices) (Zip Code)
BORDERS GROUP, INC. STOCK OPTION PLAN
(Full title of the plan)
THOMAS D. CARNEY, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
BORDERS GROUP, INC.
500 EAST WASHINGTON STREET
ANN ARBOR, MICHIGAN 48104
(313) 913-1977
(Name, address and telephone number, including area code, of agent for service)
______________________
Copy to:
VERNE C. HAMPTON II
DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN
500 WOODWARD AVENUE, SUITE 4000
DETROIT, MICHIGAN 48226
(313) 223-3546
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount of Securities Offering Price Aggregate Offering Registration
to be Registered to be Registered Per Share (1) Price Fee
================================================================================================
<S> <C> <C> <C> <C>
Common Stock 7,600,000 shares (2) $23 $174,800,000 $52,970
================================================================================================
</TABLE>
(1) Based upon market price on June 13, 1997.
(2) Number of additional shares to be registered under Borders Group, Inc.
Stock Option Plan.
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PRIOR REGISTRATION STATEMENT
Pursuant to a Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on May 25, 1995 (Registration Number 33-92716), the
Registrant registered 11,000,000 shares of its Common Stock (adjusted to
22,000,000 shares by reason of a 2-for-1 stock split effected in the form of a
stock dividend paid on March 27, 1997) for issuance under the Borders Group,
Inc. Stock Option Plan. This Registration Statement is filed for the purpose
of registering an additional 7,600,000 shares of Common Stock to be issued
under the Borders Group, Inc. Stock Option Plan.
The contents of Registration Statement on Form S-8 (Registration Number
33-92716) are incorporated by reference herein except for Item 3 and Item 8 of
Part II which are amended to read as follows:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Borders Group, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year ended January 26,
1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended April
27, 1997.
3. The description of the Common Stock of the Company set forth in the
Prospectus of the Company dated May 24, 1995 which was part of Registration
Statement No. 33-90918.
All documents subsequently filed with the Commission by the Company 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 hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the dates of filing of such documents.
ITEM 8. EXHIBITS
5.1 Opinion of Thomas D. Carney regarding the validity and offering of the
Common Stock being registered.
23.1 Consent of Price Waterhouse LLP.
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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 Ann Arbor, State of Michigan, on this
16th day of June, 1997.
Borders Group, Inc.
(Registrant)
By: /s/ Robert F. DiRomualdo
--------------------------------------
Robert F. DiRomualdo
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 16, 1997.
NAME TITLE
- -------------------- ---------
/s/ Robert F. DiRomualdo
- ------------------------ Chairman, Chief Executive Officer
Robert F. DiRomualdo and Director (Principal Executive Officer)
/s/ George R. Mrkonic
- ------------------------ Vice Chairman and Director (Principal
George R. Mrkonic Financial Officer and Principal
Accounting Officer)
/s/ Peter R. Formanek
- ------------------------ Director
Peter R. Formanek
/s/ Amy B. Lane
- ------------------------ Director
Amy B. Lane
/s/ Larry Pollock
- ------------------------ Director
Larry Pollock
/s/ Leonard A. Schlesinger
- -------------------------- Director
Leonard A. Schlesinger
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
5.1 Opinion of Thomas D. Carney
23.1 Consent of Price Waterhouse LLP
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EXHIBIT 5.1
June 16, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Borders Group, Inc.
Stock Option Plan
Registration Statement on Form S-8
Gentlemen:
As general counsel for Borders Group, Inc. (the "Corporation"), I am
familiar with the corporate affairs of the Corporation and particularly with
the corporate proceedings relating to the establishment of the Corporation's
Stock Option Plan and the amendments thereto (herein called the "Plan").
The Plan was duly and legally adopted by the Board of Directors and the
stockholders of the Corporation.
Based on the above, I am of the opinion that:
1. The Corporation duly and validly has
adopted and established the Plan taking all
necessary corporate action for that purpose.
2. The share of Common Stock of the
Corporation covered by the Plan have been duly
authorized and when issued pursuant to the Plan
will be validly issued, fully paid and
non-assessable and no personal liability will
attach to the holders thereof.
3. The Plan is not subject to the
Employee Retirement Income Security Act of 1974,
as amended.
Very truly yours,
Thomas D. Carney
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 11, 1997 appearing
on page 19 of the Borders Group, Inc. Annual Report on Form 10-K for the year
ended January 26, 1997.
PRICE WATERHOUSE LLP
Detroit, Michigan
June 16, 1997
