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 Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 Throckmorton Street, Suite 1800
Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
TANDY STOCK PLAN
AND
TANDY FUND
(Full Title of the Plans)
M. C. Hill, Vice President, Corporate Secretary and General Counsel
TANDY CORPORATION
100 Throckmorton Street
Suite 1900
Fort Worth, Texas 76102
(Name and Address of Agent for Service)
817-415-3924
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be offering price aggregate Registration
Registered Registered(1) (2) per share(3) offering price Fee
<S> <C> <C> <C> <C>
Common Stock,
$1 par value 2,000,000 $56.72 $113,440,000 $33,464.80
Preferred Share
Purchase Rights
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933 this Registration Statement also covers an indeterminate amount of
plan interests to be offered or sold pursuant to the Tandy Fund.
(2) If, prior to the completion of the distribution of the Common
Stock covered by this Registration Statement, additional shares of Common
Stock are issued or issuable as a result of a stock split or stock
dividend, this Registration Statement shall be deemed to cover such
additional shares resulting from the stock split or stock dividend pursuant
to Rule 416.
(3) The number of shares registered has been computed on the basis of
the Issuer's estimate of the aggregate of the employee contributions to be
made under the Tandy Stock Plan and the Tandy Fund for a period of 36
months following the effective date of the Registration Statement and
utilized to purchase shares of the Registrant's Common Stock at market
prices from time to time as provided in the plans. One Preferred Share
Purchase Right automatically made with each share of Common Stock and is
evidenced by the certificate for the Common Stock. The registration fee was
calculated in accordance with Rule 457(c) upon the basis of the average of
the high and low prices of the Common Stock as reported on the New York
Stock Exchange Composite Transactions System on September 14, 1998.
INCORPORATION BY REFERENCE
This Registration Statement registers additional securities of the Registrant
for the Tandy Fund and the Tandy Stock Plan of the same class (plan
participations and shares of the Registrant's Common Stock and Preferred Share
Purchase Rights) as have been previously registered on Form S-8 for the Tandy
Fund and Tandy Stock Plan. Accordingly, pursuant to General Instruction E of
Form S-8, the contents of Registration Statement on Form S-8 (File No.
33-51603), filed with the Securities and Exchange Commission (the "Commission")
and effective on December 21, 1993, the contents of Post Effective Amendment on
Form S-8/A-1 filed with the Commission and effective on March 20, 1996 and the
contents of Registration Statement on Form S-8 (File No. 333-27437), filed with
the Commission and effective on May 19, 1997 are hereby incorporated in their
entirety by reference herein.
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 this Registration Statement on Form S-8
and has duly caused the 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 18th day of September, 1998.
TANDY CORPORATION
By: /s/ John V. Roach
John V. Roach, Chief Executive Officer
and Chairman
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 18th day of September, 1998.
Signature Title
/s/John V. Roach Chairman of the Board, Director, and
John V. Roach Chief Executive Officer
/s/Dwain H. Hughes Senior Vice President and Chief Financial
Dwain H. Hughes Officer
/s/James I. Cash Director
James I. Cash
/s/Ronald E. Elmquist Director
Ronald E. Elmquist
/s/Lewis F. Kornfeld, Jr. Director
Lewis F. Kornfeld, Jr.
/s/Jack L. Messman Director
Jack L. Messman
/s/William G. Morton, Jr. Director
William G. Morton, Jr.
/s/Thomas G. Plaskett Director
Thomas G. Plaskett
/s/Leonard H. Roberts Director
Leonard H. Roberts
/s/Alfred J. Stein Director
Alfred J. Stein
/s/William E. Tucker Director
William E. Tucker
/s/John A. Wilson Director
John A. Wilson
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Tandy
Stock Plan 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 18th day of September, 1998.
TANDY STOCK PLAN
ADMINISTRATIVE COMMITTEE
By: /s/C. David Christopher
C. David Christopher
By: /s/David P. Johnson
David P. Johnson
By: /s/Johnson H. Bradley
Johnson H. Bradley
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 18th day of September, 1998.
By: /s/C. David Christopher
C. David Christopher
By:/s/David P. Johnson
David P. Johnson
By:/s/Johnson H. Bradley
Johnson H. Bradley
INDEX TO EXHIBITS
Exhibit No.
5.1 Opinion of Messrs. Satterlee Stephens Burke & Burke LLP, as
counsel, including consent.
23.1 Consent of Pricewaterhouse Coopers LLP, Independent
Accountants.
23.2 Consent of Satterlee Stephens Burke & Burke LLP, Counsel
included in Exhibit 5.1).
Exhibit 5.1
Satterlee Stephens Burke & Burke LLP
230 Park Avenue
New York, New York 10169-0079
(212)818-9200
September 18, 1998
Tandy Corporation
100 Throckmorton Street, Suite 1800
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 (i) shares of common stock,
par value $1.00 per share ("Common Stock") of Tandy Corporation ("Company") and
Preferred Share Purchase Rights ("Rights") appurtenant hereto, to be purchased
by employees pursuant to the Tandy Stock Plan (the "Tandy Stock Plan") and (ii)
shares of Company Common Stock and Rights appurtenant thereto, to be purchased
by employees pursuant to the Tandy Fund (the "Tandy Fund").
As counsel for the Company, we are familiar with the Tandy Stock Plan and the
Tandy Fund, and with the corporate proceedings relating thereto. Based thereon,
it is our opinion that the securities registered for the Tandy Stock Plan and
the Tandy Fund, when sold or issued pursuant to the terms of the Tandy Stock
Plan or 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 and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part thereof.
Very truly yours,
SATTERLEE STEPHENS BURKE & BURKE LLP
By: /s/Dwight A. Kinsey
A Member of the Firm
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 February 24, 1998, appearing on page
32 of Tandy Corporation's Annual Report on Form 10-K, for the year ended
December 31, 1997.
PRICEWATERHOUSE COOPERS LLP
Fort Worth, Texas
September 18, 1998
