As filed with the Securities and Exchange Commission on October 7, 2002.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VALUE CITY DEPARTMENT STORES, INC.
(Exact name of Registrant as specified in its charter)
Ohio 31-1322832
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3241 Westerville Road
Columbus, Ohio 43224
(Address of Registrant's principal executive offices)
VALUE CITY DEPARTMENT STORES, INC.
AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
(Full Title of the Plan)
James A. McGrady
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Value City Department Stores, Inc.
3241 Westerville Road
Columbus, Ohio 43224
(614) 471-4722
(Name, address and telephone number of agent for service)
Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
(614) 227-1953
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
---------------------------------------------------------------------------------------
Common stock,
without par value 10,000,000 $1.80 $18,000,000.00 $1,656.00
---------------------------------------------------------------------------------------
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of Value City
Department Stores, Inc. Common Stock as reported on the New York Stock Exchange
on October 3, 2002.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Value City Common Stock, without par value, as may be
issuable pursuant to future stock dividends, stock splits or similar
transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Value City
Department Stores, Inc. Amended and Restated 2000 Stock Incentive Plan,
specified in Part I will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not filed as part of this Registration Statement
in accordance with the Note to Part I of the Form S-8 Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
We incorporate by reference the following documents that we have
previously filed with the Securities and Exchange Commission:
1. Annual Report on Form 10-K for the fiscal year ended February 2,
2002 (filed April 29, 2002 and amended May 23, 2002).
2. Quarterly Reports on Form 10-Q for the quarters ended May 4, 2002
(filed June 18, 2001) and August 3, 2002 (filed September 12, 2002).
3. Current Reports on Form 8-K dated February 1, 2002 (filed February
5, 2002), February 5, 2002 (filed February 5, 2002), March 26, 2002 (filed March
27, 2002), June 12, 2002 (filed June 12, 2002), September 12, 2002 (filed
September 12, 2002) and September 24, 2002 (filed September 25, 2002).
4. Definitive Proxy Statement for the Annual Meeting of
Shareholders held on September 26, 2002 (filed August 23, 2002).
5. The description of common stock which is contained in our Form 8-A
filed with the Securities and Exchange Commission pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, as updated in any amendment or
report filed for the purpose of updating such description, is hereby
incorporated by reference.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, after the date of this
Registration Statement and prior to the filing of post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Ohio General Corporation Law, Article SEVENTH of
the Registrant's First Amended and Restated Articles of Incorporation provides
that any person who is serving or has served as a director, officer, or
incorporator of the Registrant, or has served at the request of the Registrant
as an officer, director, or trustee of another entity shall be indemnified by
the Registrant to the fullest extent permitted by the Ohio General Corporation
Law.
Indemnification of directors, officers, employees and agents is
required under Section 1701.13 of the Ohio General Corporation Law in those
cases where the person to be indemnified has been successful on the merits or
otherwise in defense of a lawsuit. Indemnification is permitted in third party
actions where the indemnified person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and in criminal actions where he had no reasonable cause to believe
his conduct was unlawful. Indemnification is also permitted in lawsuits brought
by or on behalf of the corporation if the standards of conduct described above
are met, except that no indemnification is permitted in respect to any matter in
which the person is adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless a court shall determine that
indemnification is fair and reasonable in view of all the circumstances of the
case. In cases where indemnification is permissive, a determination as to
whether the person met the applicable standard of conduct must be made either by
the court, disinterested directors, by independent legal counsel, or by the
shareholders. Such indemnification rights are specifically not deemed to be
exclusive of other rights of indemnification by agreement or otherwise and the
corporation is authorized to advance expenses incurred prior to the final
disposition of a matter upon receipt of an undertaking to repay such amounts on
a determination that indemnification was not permitted in the circumstances of
the case.
Under Section 1701.13 of the Ohio General Corporation Law, a
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the corporation, or who, while
serving in such capacity, is or was at the request of the corporation, a
director, officer, employee or agent of another corporation or legal entity or
of an employee benefit plan, against liability asserted against or incurred by
such person in any such capacity whether or not the corporation would have the
power to provide indemnity under Section 1701.13 of the Ohio General Corporation
Law. The Registrant has purchased directors' and officers' liability insurance.
The above discussion of the Registrant's Articles and of Section
1701.13 of the Ohio General Corporation Law is not intended to be exhaustive and
is respectively qualified in its entirety by such Articles of Incorporation and
statute.
ITEM 7. EXEMPTION FROM REGISTRATION
Not applicable.
ITEM 8. EXHIBITS
Exhibit Exhibit
Number Description
------ -----------
4(a) Certificate of First Amended and Restated Articles of
Incorporation of Value City Department Stores, Inc.
(previously filed as Exhibit 4(b) to the Registration
Statement on Form S-8 (Registration No. 33-44207), filed with
the Securities and Exchange Commission on November 26, 1991,
and incorporated herein by reference).
4(b) Code of Regulations of Value City Department Stores, Inc.
(previously filed as Exhibit 3.3 to the Registration Statement
on Form S-1 (Registration No. 33-40214), filed with the
Securities and Exchange Commission on April 29, 1991, and
incorporated herein by reference).
4(c) Value City Department Stores, Inc. 2000 Stock Incentive Plan
(previously filed as Appendix B to the Registrant's Definitive
Proxy Statement for the 2001 Annual Meeting of Shareholders
held on August 29, 2001, filed with the Securities and
Exchange Commission on July 19, 2001, and incorporated herein
by reference).
4(d) * Value City Department Stores, Inc. Amended and Restated 2000
Stock Incentive Plan.
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
23(a) Consent of Porter, Wright Morris & Arthur LLP (included in
Exhibit 5 filed herein).
23(b) * Consent of Deloitte & Touche LLP.
24 * Powers of Attorney.
-----------------
* Filed with this Registration Statement
ITEM 9. UNDERTAKINGS
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the securities offered would not exceed what was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of a 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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, 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 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
into 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.
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 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 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.
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.
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 City of Columbus, State of Ohio, on October 7, 2002.
VALUE CITY DEPARTMENT STORES, INC.
By: /s/ James A. McGrady
------------------------------------------------
James A. McGrady, Executive Vice President,
Chief Financial Officer, Treasurer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
NAME TITLE DATE
---- ----- ----
* Chairman of the Board of Directors October 7, 2002
---------------------------
Jay L. Schottenstein
* President and Chief Executive Officer October 7, 2002
--------------------------- (Principal Executive Officer)
John C. Rossler
* Executive Vice President, Chief Financial Officer, October 7, 2002
--------------------------- Treasurer and Secretary
James A. McGrady (Principal Financial and Principal Accounting Officer)
Director
----------------------------
Henry L. Aaron
* Director October 7, 2002
---------------------------
Roger D. Blackwell
* Director October 7, 2002
---------------------------
Ari Deshe
* Director October 7, 2002
---------------------------
Jon P. Diamond
* Director October 7, 2002
---------------------------
Elizabeth M. Eveillard
Director
---------------------------
William R. Fields
* Director October 7, 2002
---------------------------
Marvin W. Goldstein
Director
----------------------------
Roger S. Markfield
* Director October 7, 2002
---------------------------
Harvey L. Sonnenberg
* Director October 7, 2002
---------------------------
James L. Weisman
* By: /s/ James A. Mcgrady
-------------------------------------
James A. McGrady, attorney-in-fact
for each of the persons indicated
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
VALUE CITY DEPARTMENT STORES, INC.
EXHIBITS
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------ -----------
4(a) Certificate of First Amended and Restated Articles of
Incorporation of Value City Department Stores, Inc.
(previously filed as Exhibit 4(b) to the Registration
Statement on Form S-8 (Registration No. 33-44207), filed with
the Securities and Exchange Commission on November 26, 1991,
and incorporated herein by reference).
4(b) Code of Regulations of Value City Department Stores, Inc.
(previously filed as Exhibit 3.3 to the Registration Statement
on Form S-1 (Registration No. 33-40214), filed with the
Securities and Exchange Commission on April 29, 1991, and
incorporated herein by reference).
4(c) Value City Department Stores, Inc. 2000 Stock Incentive Plan
(previously filed as Appendix B to the Registrant's Definitive
Proxy Statement for the 2001 Annual Meeting of Shareholders
held on August 29, 2001, filed with the Securities and
Exchange Commission on July 19, 2001, and incorporated herein
by reference).
4(d) * Value City Department Stores, Inc. Amended and Restated 2000
Stock Incentive Plan.
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
23(a) Consent of Porter, Wright Morris & Arthur LLP (included in
Exhibit 5 filed herein).
23(b) * Consent of Deloitte & Touche LLP.
24 * Powers of Attorney.
----------------------
* Filed with this Registration Statement