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As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 33-92716
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
Post-Effective Amendment No. 1 to Form S-8
Registration Statement
Under
The Securities Act of 1933
BORDERS GROUP, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-3196915
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 Phoenix Drive
Ann Arbor, Michigan 48108
(Address of principal executive offices) (Zip Code)
Borders Group, Inc. Management Stock Purchase Plan
Borders Group, Inc. Stock Option Plan
Borders Group, Inc. Employee Stock Purchase Plan
Borders Group, Inc. Director Stock Plan
Borders Group, Inc. 401(k) Plan
(Full title of the plans)
Thomas D. Carney, Esq.
Vice President, Secretary and General Counsel
Borders Group, Inc.
100 Phoenix Drive
Ann Arbor, Michigan 48108
(734) 477-1100
(Name, address and telephone number, including area code, of agent for service)
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EXPLANATORY STATEMENT
A total of 15,155,521 shares of Common Stock of Borders Group, Inc. were
originally registered by the Registration Statement on Form S-8 (File No.
33-92716) relating to the Borders Group, Inc. Management Stock Purchase Plan,
Borders Group, Inc. Stock Option Plan, Borders Group, Inc. Employee Stock
Purchase Plan, Borders Group, Inc Director Stock Plan and Borders Group, Inc.
401(k) Plan (collectively, the "Plans"). The allocation of the shares of Common
Stock originally registered by this Registration Statement (before any
adjustment for the 2-for-1 stock split effected in the form of a stock dividend
paid on March 27, 1997) among the Plans is adjusted as follows: 2,010,000 shares
of Common Stock under the Borders Group, Inc. Management Stock Purchase Plan,
11,000,000 shares of Common Stock under the Borders Group, Inc. Stock Option
Plan, 1,500,000 shares of Common Stock under the Borders Group, Inc. Employee
Stock Purchase Plan, 155,521 shares of Common Stock under the Borders Group, Inc
Director Stock Plan, and 490,000 shares of Common Stock under the Borders Group,
Inc. 401(k) Plan. A total of 5,213,739 shares (as adjusted to reflect a 2-for-1
stock split effected in the form of a stock dividend paid on March 27, 1997)
remain available for issuance or acquisition pursuant to the Plans. Pursuant to
Instruction E to Form S-8, such 5,213,739 remaining shares are carried forward
to, and deemed covered by, the Registration Statement on Form S-8 filed on or
about the date hereof in connection with the Plans, and shall be allocated among
such Plans as set forth in such registration statement.
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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
Post-Effective Amendment No. 1 to 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 28th day of May, 1999.
BORDERS GROUP, INC.
By: /s/ Robert F. DiRomualdo
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Robert F. DiRomualdo
Chairman, Chief Executive
Officer, President and
Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Robert F. DiRomualdo Chairman, Chief Executive Officer, May 28, 1999
- ----------------------------------------------- President and Director (Principal
Robert F. DiRomualdo Executive Officer)
/s/ George R. Mrkonic Vice Chairman and Director May 28, 1999
- -----------------------------------------------
George R. Mrkonic
Senior Vice President and Chief Financial
/s/ Kenneth E. Scheve Officer (Principal Financial and Accounting May 28, 1999
- ----------------------------------------------- Officer)
Kenneth E. Scheve
/s/ Peter R. Formanek Director May 28, 1999
- -----------------------------------------------
Peter R. Formanek
/s/ Victor L. Lund Director May 28, 1999
- -----------------------------------------------
Victor L. Lund
/s/ Edna Greene Medford Director May 28, 1999
- -----------------------------------------------
Edna Greene Medford
/s/ Larry Pollock Director May 28, 1999
- -----------------------------------------------
Larry Pollock
/s/ Leonard A. Schlesinger Director May 28, 1999
- -----------------------------------------------
Leonard A. Schlesinger
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
Borders Group, Inc., as the administrator of the Plan, has duly caused this
Post-Effective Amendment No. 1 to 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 28th day of May, 1999.
BORDERS GROUP, INC. 401(k) SAVINGS PLAN
By: Borders Group, Inc., as Plan administrator
/s/ Robert F. DiRomualdo
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Robert F. DiRomualdo
Chairman, Chief Executive Officer,
President and Director
