As filed with the Securities and Exchange Commission on October 25, 2004.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Circuit City Stores, Inc.
(Exact name of registrant as specified in its charter)
Commonwealth of Virginia 54-0493875
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23233
(Address of Principal Executive Offices) (Zip Code)
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Circuit City Stores, Inc. 2000 Non-Employee Directors Stock Incentive Plan,
as Amended and Restated, Effective August 17, 2004
(Full title of the plan)
W. Stephen Cannon
Senior Vice President, General Counsel and Secretary
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)
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CALCULATION OF REGISTRATION FEE
=============================================== ============== ====================== ========================== ===================
Proposed maximum
Amount to be offering price per Proposed maximum Amount of
Title of Securities to be Registered registered share (3) aggregate offering price registration fee
----------------------------------------------- -------------- ---------------------- -------------------------- -------------------
Common Stock, par value $.50 per share, with
attached Rights to purchase
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Preferred Stock Series E, par
value $20.00 per share (1)(2).................. 500,000 $15.46 $7,730,000 $979.39
=============================================== ============== ====================== ========================== ===================
(1) The securities being registered represents additional shares of Common
Stock, and attached Rights, of Circuit City Stores, Inc. authorized and
reserved for issuance under the Circuit City Stores, Inc. 2000 Non-Employee
Directors Stock Incentive Plan, as Amended and Restated, Effective August
17, 2004 and not previously registered.
(2) The rights to purchase Series E Preferred Stock will be attached to and
trade with shares of Common Stock. Value attributable to such rights, if
any, will be reflected in the market price of the shares of Common Stock.
(3) Estimated solely for the purpose of calculating the registration fee as
contemplated by Rule 457(c) and 457(h)(1) of the Securities Act of 1933, as
amended, and based on the average of the high ($15.71) and low ($15.20) per
share sales prices of the Common Stock on the New York Stock Exchange on
October 21, 2004.
The securities covered by this registration statement may be issued to
eligible non-employee members of the Board of Directors of Circuit City Stores,
Inc. ("Circuit City") from time to time pursuant to incentive awards granted or
to be granted under the Circuit City Stores, Inc. 2000 Non-Employee Directors
Stock Incentive Plan, as Amended and Restated, Effective August 17, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Circuit City hereby incorporates by reference into this registration
statement the documents listed below:
(a) Circuit City's Annual Report on Form 10-K (File No.
001-05767) for the fiscal year ended February 29,
2004, filed with the Commission on May 10, 2004;
(b) Circuit City's Quarterly Reports on Form 10-Q (File
No. 001-05767) for the fiscal quarter ended May 31,
2004, filed with the Commission on July 9, 2004, and
for the fiscal quarter ended August 31, 2004, filed
with the Commission on October 12, 2004;
(c) Circuit City's Current Reports on Forms 8-K and 8-K/A
(File No. 001-05767) filed with the Commission on
June 4, 2004, June 14, 2004, July 12, 2004, October
4, 2004 and October 22, 2004;
(d) the description of Circuit City's Common Stock
contained in the Registration Statement on Form 8-A
filed with the Commission on January 2, 1997, as
amended by Forms 8-A/A filed with the Commission on
January 31, 1997, July 8, 1997, April 28, 1998, May
7, 1999, July 20, 2001, July 23, 2001, and October 1,
2002, and as the same may be further amended after
the date hereof (File No. 001-05767); and
2
(e) 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 by Forms 8-A/A filed with
the Commission on May 7, 1999, July 20, 2001, July
23, 2001, and October 1, 2002, and as the same may be
further amended after the date hereof (File No.
001-05767).
In addition, all documents filed by Circuit City pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (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 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 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The laws of the Commonwealth of Virginia pursuant to which Circuit City is
incorporated permit Circuit City to indemnify its officers and directors against
certain liabilities. Circuit City's Amended and Restated Articles of
Incorporation, as amended, 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 Circuit City 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 Circuit City, 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.
Circuit City has purchased directors' and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of Circuit City 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 Circuit City and
(2) Circuit City to the extent that it indemnifies such directors and officers
for losses as permitted under the laws of Virginia.
3
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Circuit City's Amended and Restated Articles of Incorporation,
effective February 3, 1997, as amended through October 1,
2002, filed with the Commission as Exhibit 3(i) to Circuit
City's Quarterly Report on Form 10-Q for the quarter ended
November 30, 2002 (File No. 001-05767), are expressly
incorporated herein by this reference.
4.2 Circuit City's Bylaws, as amended and restated June 17, 2003,
filed with the Commission as Exhibit 3(iii) to Circuit City's
Quarterly Report on Form 10-Q for the quarter ended May 31,
2003 (File No. 001-05767), are expressly incorporated herein
by this reference.
4.3 Third Amended and Restated Rights Agreement, dated as of
October 1, 2002, between Circuit City and Wells Fargo Bank
Minnesota, N.A., as Rights Agent, filed as Exhibit 1 to
Circuit City's Form 8-A/A filed October 1, 2002 (File No.
001-05767), is expressly incorporated herein by this
reference.
5.1 Opinion and Consent of McGuireWoods LLP*
23.1 Consent of KPMG LLP*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of McGuireWoods LLP (included in Exhibit 5.1)
24.1 Power of Attorney*
99.1 Circuit City Stores, Inc. 2000 Non-Employee Directors Stock
Incentive Plan, as Amended and Restated, Effective August 17,
2004*
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* Filed herewith.
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;
4
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the 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 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
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
5
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
6
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 October 25,
2004.
CIRCUIT CITY STORES, INC.
By: /s/ Philip J. Dunn
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Philip J. Dunn
Senior Vice President, Treasurer and
Corporate Controller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the 25th day of October 2004.
Signature Title
/s/ W. Alan McCollough* Chairman, President, Chief Executive Officer
------------------------------ and Director (principal executive officer)
W. Alan McCollough
/s/ Michael E. Foss* Senior Vice President, Chief Financial Officer
------------------------------ (principal financial officer)
Michael E. Foss
/s/ Philip J. Dunn Senior Vice President, Treasurer and Corporate
------------------------------ Controller
Philip J. Dunn (principal accounting officer)
/s/ Ronald M. Brill* Director
------------------------------
Ronald M. Brill
/s/ Carolyn H. Byrd* Director
------------------------------
Carolyn H. Byrd
/s/ Barbara S. Feigin* Director
------------------------------
Barbara S. Feigin
/s/ E.V. Goings* Director
------------------------------
E.V. Goings
/s/ James F. Hardymon* Lead Director
------------------------------
James F. Hardymon
/s/ Alan Kane* Director
------------------------------
Alan Kane
/s/ Allen B. King* Director
------------------------------
Allen B. King
/s/ Mikael Salovaara* Director
------------------------------
Mikael Salovaara
/s/ J. Patrick Spainhour* Director
------------------------------
J. Patrick Spainhour
/s/ Carolyn Y. Woo* Director
------------------------------
Carolyn Y. Woo
*By: /s/ W. Stephen Cannon
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W. Stephen Cannon
Attorney-In-Fact
EXHIBIT INDEX
Exhibit
Number Document
4.1 Circuit City's Amended and Restated Articles of Incorporation,
effective February 3, 1997, as amended through October 1,
2002, filed with the Commission as Exhibit 3(i) to Circuit
City's Quarterly Report on Form 10-Q for the quarter ended
November 30, 2002 (File No. 001-05767), are expressly
incorporated herein by this reference.
4.2 Circuit City's Bylaws, as amended and restated June 17, 2003,
filed with the Commission as Exhibit 3(iii) to Circuit City's
Quarterly Report on Form 10-Q for the quarter ended May 31,
2003 (File No. 001-05767), are expressly incorporated herein
by this reference.
4.3 Third Amended and Restated Rights Agreement, dated as of
October 1, 2002, between Circuit City and Wells Fargo Bank
Minnesota, N.A., as Rights Agent, filed as Exhibit 1 to
Circuit City's Form 8-A/A filed October 1, 2002 (File No.
001-05767), is expressly incorporated herein by this
reference.
5.1 Opinion and Consent of McGuireWoods LLP*
23.1 Consent of KPMG LLP*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of McGuireWoods LLP (included in Exhibit 5.1)
24.1 Power of Attorney*
99.1 Circuit City Stores, Inc. 2000 Non-Employee Directors Stock
Incentive Plan, as Amended and Restated, Effective August 17,
2004*
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* Filed herewith.
E-1