As filed with the Securities and Exchange Commission on June 30, 2005.
Registration No. 333-
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UNITED STATES
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. 2003 Stock Incentive Plan,
As Amended and Restated Effective June 21, 2005
(Full title of the plan)
W. Alan McCollough
Chairman 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)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Amount to be offering price per Proposed maximum Amount of
Title of Securities to be Registered registered share (2) aggregate offering price registration fee
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Common Stock, par value $.50 per share........ 8,000,000(1) $16.80 $134,400,000 $15,818.88
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(1) 5,000,000 shares issuable under the plan have been previously registered on
Registration Statement No. 333-109071.
(2) Estimated solely for the purpose of calculating the registration fee as
contemplated by Rules 457(c) and 457(h)(1) of the Securities Act of 1933, as
amended, and based on the average of the high ($17.02) and low ($16.58)
per share sales prices of the Common Stock on the New York Stock Exchange
on June 24, 2005.
The securities covered by this registration statement will be offered
and sold to eligible employees of the Company and its subsidiaries from time to
time pursuant to incentive awards granted or to be granted under the Circuit
City Stores, Inc. 2003 Stock Incentive Plan, as Amended and Restated Effective
June 21, 2005.
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 Stores, Inc. hereby incorporates by reference into this
registration statement the documents listed below:
(a). Circuit City's Annual Report on Form 10-K for the fiscal year
ended February 28, 2005 (File No. 1-5767), filed with the
Commission on May 13, 2005;
(b). Circuit City's Current Report on Form 8-K (File No. 1-5767), filed
with the Commission on March 2, 2005;
(c). Circuit City's Current Report on Form 8-K (File No. 1-5767), filed
with the Commission on April 21, 2005;
(d). Circuit City's Current Report on Form 8-K (file No. 1-5767), filed
with the Commission on June 23, 2005; and
(e). 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.
1-5767).
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
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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. The Circuit City 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
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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. 1-5767), are
expressly incorporated herein by this reference.
4.2 Circuit City's Bylaws, as amended and restated April 19, 2005, filed
with the Commission as Exhibit 3.1 to Circuit City's Current Report on
Form 8-K filed April 21, 2005 (File No. 1-5767), are expressly
incorporated herein by this reference.
5.1 Opinion and Consent of McGuireWoods LLP*
23.1 Consent of KPMG LLP*
23.2 Consent of McGuireWoods LLP (included in Exhibit 5.1)
24.1 Powers of Attorney*
99.1 Circuit City Stores, Inc. 2003 Stock Incentive Plan, as Amended and
Restated Effective June 21, 2005, filed as Appendix A to Circuit City's
Definitive Proxy Statement on Schedule 14A, dated May 13, 2005, for the
Annual Meeting of Shareholders held on June 21, 2005 (File No. 1-5767),
is expressly incorporated herein by this reference.
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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;
(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
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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 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.
(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
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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.
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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 June 30,
2005.
CIRCUIT CITY STORES, INC.
By: /s/ Philip J. Dunn
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Philip J. Dunn
Senior Vice President, Treasurer and Controller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the 30th day of June 2005.
Signature Title
/s/ W. Alan McCollough* Chairman, Chief Executive Officer and Director
W. Alan McCollough (principal executive officer)
/s/ Michael E. Foss* Executive Vice President and Chief Financial
Michael E. Foss Officer (principal financial officer)
/s/ Philip J. Dunn Senior Vice President, Treasurer and Controller
Philip J. Dunn (principal accounting officer)
/s/ Ronald M. Brill* Director
Ronald M. Brill
/s/ Carolyn H. Byrd* Director
Carolyn H. Byrd
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/s/ Ursula O. Fairbairn* Director
Ursula O. Fairbairn
/s/ Barbara S. Feigin* Director
Barbara S. Feigin
/s/ James F. Hardymon* 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/ Alice G. Givens
Alice G. Givens
Attorney-In-Fact
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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. 1-5767),
are expressly incorporated herein by this reference.
4.2 Circuit City's Bylaws, as amended and restated April 19, 2005, filed
with the Commission as Exhibit 3.1 to Circuit City's Current Report on
Form 8-K filed April 21, 2005 (File No. 1-5767), are expressly
incorporated herein by this reference.
5.1 Opinion and Consent of McGuireWoods LLP*
23.1 Consent of KPMG LLP*
23.2 Consent of McGuireWoods LLP (included in Exhibit 5.1)
24.1 Powers of Attorney*
99.1 Circuit City Stores, Inc. 2003 Stock Incentive Plan, as Amended and
Restated Effective June 21, 2005, filed as Appendix A to Circuit City's
Definitive Proxy Statement on Schedule 14A, dated May 13, 2005, for the
Annual Meeting of Shareholders held on June 21, 2005 (File No. 1-5767),
is expressly incorporated herein by this reference.
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* Filed herewith.
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