Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TANDY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1047710
(State or other (I. R. S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
100 Throckmorton Street, 76102
Suite 1800 (Zip Code)
Fort Worth, Texas
(Address of Principal
Executive Offices)
TANDY FUND
(Full title of the plans)
H.C. WINN, Senior Vice President and Secretary
TANDY CORPORATION
1900 Throckmorton Street,
Suite 1800
Fort Worth, Texas 76102
(Name and address of agent for service)
Telephone Number, including area code, of agent for
service: 817-390-3752
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to to be maximum maximum registration
be registered registered(1) offering aggregate fee
price per offering
share (2) price (2)
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Common Stock, 297,851 shares $53.875 $16,046,722 $4,862.64
$1.00 par
value per
share
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(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of the antidilution
adjustment provisions of the Plan.
(2) Estimated solely for the purpose of determining
the registration fee.
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Purpose of Registration Statement
This Registration Statement is being filed to notify the Securities and
Exchange Commission of certain changes to the Company's plan (the "Tandy Fund")
covered by this Registration Statement and to register 297,851 additional shares
of the Company's common stock, par value $1.00 per share (the "Common Stock") to
be issued under the Tandy Fund as a result of the merger of the Tandy Employees
Investment Plan ("TIP") with the Tandy Fund, effective March 31, 1997. The TIP,
at the time of the merger, was a qualified plan under Internal Revenue Code
Section 401(a) and the Company intends to file with the Internal Revenue Service
for a determination letter that the TIP, as amended and merged into the Tandy
Fund, will remain qualified under Section 401(a). The Company, prior to
September 1997, will file with the Internal Revenue Service for a determination
that the Tandy Fund is qualified under Internal Revenue Code Section 401(a). The
securities covered by this amendment are those shares of the Company's Common
Stock, previously registered for sale pursuant to the TIP under Registration No.
2-65728 and Registration No.33-41523. The contents of the Company's Registration
Statement on Form S-8 (File No. 33-51603) are incorporated herein by reference.
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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 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 Fort Worth, State of Texas, on the 15th day of
May, 1997.
TANDY CORPORATION
By:_______________________
John V. Roach,
Chief Executive Officer
and Chairman
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Tandy Corporation, a
Delaware Corporation, do hereby constitute and appoint John V. Roach and Dwain
H. Hughes, and either of them, their true and lawful attorneys-in-fact and
agents or attorney-in-fact and agent, with power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the full power of authority, the powers granted include the full power
of substitution and resubstitution, for them and in their name, place and stead,
in any and all capacities, the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments (including any post-effective
amendments) and supplements thereto, and to any and all instruments or documents
filed as part of or in connection with such Registration Statement, and each of
the undersigned hereby ratifies and confirms all that said attorneys and agents,
or any of them, shall do or cause to be done by virtue hereof. The Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney on the 15th day of May, 1997.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on the 15th day of May, 1997.
Signatures Title
______________________
John V. Roach Chairman of the Board,
Director, and Chief
Executive Officer
(Principal Executive
Officer)
______________________
Dwain H. Hughes Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
______________________
Richard L. Ramsey Vice President and
Controller (Principal
Accounting Officer)
______________________
James I. Cash Director
______________________
Lewis F. Kornfeld, Jr. Director
______________________
Jack L. Messman Director
______________________
William G. Morton, Jr. Director
______________________
Thomas G. Plaskett Director
______________________
Leonard H. Roberts Director
______________________
Alfred J. Stein Director
______________________
William E. Tucker Director
______________________
John A. Wilson Director
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The Plan. Pursuant to the requirements of
the Securities Act of 1933, the Tandy Fund has duly
caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth and State of Texas,
on the 19 day of May, 1997.
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TANDY FUND
ADMINISTRATIVE COMMITTEE
By:__________________
David Christopher
By:__________________
David Johnson
By:__________________
J. H. Bradley
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209109_1
II-3
INDEX TO EXHIBITS
Sequential
Item No. Page No.
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5 Opinions of Satterlee
Stephens Burke & Burke LLP,
as counsel, including consent. 6
23 (a) Consent of Price Waterhouse
LLP, Independent Accountants. 7
23 (b) Consent of Satterlee Stephens
Burke & Burke LLP, Counsel (included
in Exhibit 5).
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209109_1
II-4
Exhibit 5
(Satterlee Stephens Burke & Burke LLP letterhead)
May 16, 1997
Tandy Corporation
100 Throckmorton Street,
Suite 1800 One Tandy Center
Fort Worth, Texas 76102
Dear Sirs:
You have requested our opinion in connection with a Registration Statement
on Form S-8 to be filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, with respect to shares of common stock,
par value $1.00 per share ("Common Stock") of Tandy Corporation ("Company") to
be purchased by employees pursuant to the Tandy Fund (the "Tandy Fund").
As counsel for the Company, we are familiar with the Tandy Fund, and with
the corporate proceedings relating thereto. Based thereon, it is our opinion
that the securities registered for the Tandy Fund, when sold or issued pursuant
to the terms of the Tandy Fund, will be legally issued, fully paid and
non-assessable, provided, in the case of original issue shares (if any), the
Company receives as consideration an amount at least equal to the par value
thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Satterlee Stephens Burke & Burke LLP
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209109_1
II-5
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 1997 appearing on page 25
of Tandy Corporation's Annual Report on Form 10-K for the year ended December
31, 1996.
PRICE WATERHOUSE LLP
Fort Worth, Texas
May 16, 1997
