Registration No.__________
As filed with the Securities and Exchange Commission on March 7, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0493875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23233
(Address of Principal Executive Offices) (Zip Code)
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1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
FOR CIRCUIT CITY GROUP EMPLOYEES
AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 13, 2001
(Full title of the plan)
W. Alan McCollough
President and Chief Executive Officer
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
(Name and address of agent for service)
(804) 527-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE:
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered Per Share (2) Price Fee
------------------ -------------- -------------- ------------------ -------------
Circuit City 2,500,000 $13.99 $34,975,000 $8,743.75
Stores, Inc.--
Circuit City
Group Common
Stock, Par Value
$.50, with
attached rights to
purchase
Preferred Stock,
Series E, Par
Value $20.00 (1)
(1) The rights to purchase Series E Preferred Stock will be attached to and
trade with shares of Circuit City Group Common Stock. Value
attributable to such rights, if any, will be reflected in the market
price of the shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee.
Based on the average of the high and low per share sales prices of the
Circuit City Group Common Stock reported in the consolidated reporting
system on March 6, 2001.
The securities covered by this Registration Statement will be sold to
employees of the Company and its subsidiaries from time to time under
the 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan for
Circuit City Group Employees as Amended and Restated February 13,
2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Circuit City Stores, Inc. (the "Company"), hereby incorporates by
reference into this Registration Statement the documents listed below:
(a) the Company's Annual Report on Form 10-K (File No. 1-5767) for the
fiscal year ended February 29, 2000, filed with the Commission on May
23, 2000;
(b) the Company's Current Report on Form 8-K (File No. 1-5767), filed with
the Commission on July 26, 2000;
(c) the Company's Quarterly Report on Form 10-Q (File No. 1-5767) for the
quarterly period ended May 31, 2000, filed with the Commission on July
13, 2000;
(d) the Company's Quarterly Report on Form 10-Q (File No. 1-5767) for the
quarterly period ended August 31, 2000, filed with the Commission on
October 16, 2000;
(e) the Company's Quarterly Report on Form 10-Q (File No. 1-5767) for the
quarterly period ended November 30, 2000, filed with the Commission on
January 12, 2001;
(f) the description of the Company's Circuit City Group Common Stock
contained in the Registration Statement on Form 8-A filed with the
Commission on January 2, 1997, as amended on Forms 8-A/A filed with the
Commission on January 31, 1997, July 8, 1997, April 28, 1998, and May
7, 1999, and as the same may be further amended after the date hereof
(File No. 1-5767); and
(g) the description of the Rights to Purchase Preferred Stock, Series E,
contained in the Registration Statement on Form 8-A filed with the
Commission on April 28, 1998, as amended on Form 8-A/A filed with the
Commission on May 7, 1999, and as the same may be amended further after
the date hereof (File No. 1-5767).
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the respective dates of filing of such
documents.
Item 6. Indemnification of Directors and Officers.
The laws of the Commonwealth of Virginia pursuant to which the Company
is incorporated permit the Company to indemnify its officers and directors
against certain liabilities with the approval of its shareholders. The Amended
and Restated Articles of Incorporation of the Company, which have been approved
by the Company's shareholders, provide for the indemnification of each director
and officer (including former directors and officers and each person who may
have served at the request of the Company as a director or officer of any other
legal entity and, in all such cases, his or her heirs, executors and
administrators) against liabilities (including expenses) reasonably incurred by
him or her in connection with any actual or threatened action, suit or
proceeding to which he or she may be made a party by reason of his or her being
or having been a director or officer of the Company, except in relation to any
action, suit or proceeding in which he or she has been adjudged liable because
of willful misconduct or a knowing violation of the criminal law. The Company
has purchased directors' and officers' liability insurance policies. Within the
limits of their coverage, the policies insure (1) the directors and officers of
the Company and its subsidiaries against certain losses resulting from claims
against them in their capacities as directors and officers to the extent that
such losses are not indemnified by the Company and (2) the Company to the extent
that it indemnifies such directors and officers for losses as permitted under
the laws of Virginia.
Item 8. Exhibits.
See Exhibit Index following signatures.
Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date
of this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8 and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed 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.
(c) 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 foregoing provisions, 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.
SIGNATURES
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 County of Henrico, Commonwealth of Virginia, on March 7,
2001.
CIRCUIT CITY STORES, INC.
Registrant
By: s/Michael T. Chalifoux
------------------------------
Michael T. Chalifoux
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
W. Alan McCollough* President, Chief Executive Officer March 7, 2001
--------------------------- and Director
W. Alan McCollough
Richard L. Sharp* Chairman of the Board and March 7, 2001
--------------------------- Director
Richard L. Sharp
Alan L. Wurtzel* Vice Chairman of the Board and March 7, 2001
--------------------------- Director
Alan L. Wurtzel
s/Michael T. Chalifoux Executive Vice President, Chief March 7, 2001
--------------------------- Financial Officer, Corporate
Michael T. Chalifoux Secretary and Director
Richard N. Cooper* Director March 7, 2001
---------------------------
Richard N. Cooper
Barbara S. Feigin* Director March 7, 2001
---------------------------
Barbara S. Feigin
James F. Hardymon* Director March 7, 2001
---------------------------
James F. Hardymon
Robert S. Jepson, Jr.* Director March 7, 2001
---------------------------
Robert S. Jepson, Jr.
Hugh G. Robinson* Director March 7, 2001
---------------------------
Hugh G. Robinson
Walter J. Salmon* Director March 7, 2001
---------------------------
Walter J. Salmon
Mikael Salovaara* Director March 7, 2001
---------------------------
Mikael Salovaara
John W. Snow* Director March 7, 2001
---------------------------
John W. Snow
s/Philip J. Dunn Senior Vice President, Treasurer, March 7, 2001
--------------------------- Corporate Controller and Chief
Philip J. Dunn Accounting Officer
*By:
s/Michael T. Chalifoux
Michael T. Chalifoux
Attorney-In-Fact
EXHIBIT INDEX
Exhibit Document
Number
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4.1 Registrant's Amended and Restated Articles of Incorporation,
effective February 3, 1997, filed with the Commission as
Exhibit 3(i)(a) to Registrant's Amended Quarterly Report on
Form 10-Q/A for the quarter ended May 31, 1999 (File No.
1-5767), are expressly incorporated herein by this reference.
4.2 Registrant's Articles of Amendment to Registrant's Amended and
Restated Articles of Incorporation, effective April 28, 1998,
filed with the Commission as Exhibit 3(i)(b) to Registrant's
Amended Quarterly Report on Form 10-Q/A for the quarter ended
May 31,1999 (File No. 1-5767), are expressly incorporated
herein by this reference.
4.3 Registrant's Articles of Amendment to Registrant's Amended and
Restated Articles of Incorporation, effective June 22, 1999,
filed with the Commission as Exhibit 3(i)(c) to Registrant's
Amended Quarterly Report on Form 10-Q/A for the quarter ended
May 31, 1999 (File No. 1-5767), are expressly incorporated
herein by this reference.
4.4 Registrant's Bylaws, as amended and restated April 11, 2000,
filed with the Commission as Exhibit 3(ii) to Registrant's
Quarterly Report on Form 10-Q for the quarter ended May 31,
2000 (File No. 1-5767), are expressly incorporated herein by
this reference.
4.5 First Amended and Restated Rights Agreement dated as of
February 16, 1999, between Registrant and Norwest Bank
Minnesota, N.A., as Rights Agent, filed as Exhibit 1 to
Registrant's Form 8-A/A filed May 7, 1999 (File No. 1-5767),
is expressly incorporated herein by this reference.
5 Opinion and Consent of McGuireWoods LLP, filed herewith.
23.1 Consent of KPMG LLP, filed herewith.
23.2 Consent of McGuireWoods LLP (included in Exhibit 5).
24 Powers of Attorney, filed herewith.
99.1 Registrant's 1984 Circuit City Stores, Inc. Employee Stock
Purchase Plan for Circuit City Group Employees as Amended and
Restated effective February 13, 2001, filed herewith.