-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V+PUl9WgkOHI27mxqc3CrgxeYxtiJ9VsxdeS8Jb3ObYQYdE84/VX6nDQFXXiwpbi GxrwoXMffjUsxqYOBphOKQ== 0000950116-98-001522.txt : 19980717 0000950116-98-001522.hdr.sgml : 19980717 ACCESSION NUMBER: 0000950116-98-001522 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980716 EFFECTIVENESS DATE: 19980716 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: A C MOORE ARTS & CRAFTS INC CENTRAL INDEX KEY: 0001042809 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 223527763 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59243 FILM NUMBER: 98667433 BUSINESS ADDRESS: STREET 1: 500 UNIVERSITY COURT CITY: BLACKWOOD STATE: NJ ZIP: 08012 BUSINESS PHONE: 6092286700 MAIL ADDRESS: STREET 1: 500 UNIVERSITY COURT CITY: BLACKWOOD STATE: NJ ZIP: 08012 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 16, 1998. Registration No. 33-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 A.C. MOORE ARTS & CRAFTS, INC. (Exact name of registrant as specified in its charter) 500 University Court Pennsylvania Blackwood, NJ 08012 23-3527763 - ------------------------------- ------------------------------- ---------------------- (State or other jurisdiction of (Address of Principal Executive (I.R.S. Employer incorporation or organization) Offices) (Zip Code) Identification Number)
1997 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN (Full title of the plan) John E. Parker, President and Chief Executive Officer A.C. Moore Arts & Crafts, Inc. 500 University Court Blackwood, New Jersey 08012 (Name and address of agent for service) (609) 228-6700 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE =================================================================================================================== Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered registered (1) per share offering price fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 1,000,000 shares $15.25(2) $15,250,000 $4,498.75 ===================================================================================================================
(1) Plus such indeterminate number of shares as may be issued pursuant to certain anti-dilution provisions contained in the Plan. (2) Pursuant to Rule 457(h), based upon the average of the high and low sale prices of A.C. Moore Arts & Crafts, Inc. Common Stock, no par value, reported on the Nasdaq National Market on July 14, 1998. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. The document(s) containing the information specified in Item 1 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information. The document(s) containing the information specified in Item 2 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this Registration Statement. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission are incorporated herein by reference: (i) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by Form 10-K referred to in (i) above; and (iii) The description of the Company's Common Stock which is incorporated by reference in the Company's Registration Statement on Form 8-A (File No.000-23157) filed on October 1, 1997 under the Securities Exchange Act of 1934, as amended. All reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement but prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold hereunder, 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. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law of 1988, as amended, (the "BCL"), contain provisions for mandatory and discretionary indemnification of a corporation's directors, officers and other personnel, and related matters. Under Section 1741, subject to certain limitations, a corporation has the power to indemnify directors and officers under certain prescribed circumstances against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred in connection with an action or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a representative, director or officer of the corporation or serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, if he 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, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Under Section 1743, indemnification is mandatory to the extent that the officer or director has been successful on the merits or otherwise in defense of any action or proceeding if the appropriate standards of conduct are met. Section 1742 provides for indemnification in derivative actions except in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. Section 1744 provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 shall be made by the corporation only as authorized in the specific case upon a determination that the representative met the applicable standard of conduct, and such determination will be made by the board of directors (i) by a majority vote of a quorum of directors not parties to the action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a majority of disinterested directors so directs, by independent legal counsel; or (iii) by the shareholders. Section 1745 provides that expenses incurred by an officer, director, employee or agent in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Section 1746 provides generally that, except in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, the indemnification and advancement of expenses provided by Subchapter 17D of 2 the BCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. Section 1747 grants to a corporation the power to purchase and maintain insurance on behalf of any director or officer against any liability incurred by him or her in his or her capacity as officer or director, whether or not the corporation would have the power to indemnify him or her against the liability under Subchapter 17D of the BCL. Section 1748 and 1749 extend the indemnification and advancement of expenses provisions contained in Subchapter 17D of the BCL to successor corporations in fundamental changes and to representative serving as fiduciaries of employee benefit plans. Section 1750 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representative of such person. The Company's by-laws provide, in general, that the Company shall indemnify its officers and directors to the fullest extent authorized by law. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits The following exhibits are filed as part of the Registration Statement or, where so indicated, have been previously filed and are incorporated herein by reference. Exhibit No. Description ----------- ----------- 5.1 Opinion of Counsel regarding legality *10.1 1997 Employee, Director and Consultant Stock Option Plan 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Counsel (included as part of Exhibit 5.1) 24.1 Power of Attorney (included on signature page) - -------- *Incorporated by reference from the Company's Registration Statement on Form S-1 (File No. 333-32859). 3 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; (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; (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 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 by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, as amended, 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, as amended, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (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, as amended) 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. 4 (c) The undersigned registrant hereby undertakes that, 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 for 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. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all 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 Blackwood, New Jersey, on 15th day of July, 1998. A.C. MOORE ARTS & CRAFTS, INC. By:/s/ John E. Parker ------------------------------------- John E. Parker President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John E. Parker, his true and lawful attorney-in-fact and agent, with full power of substitution of resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the 15th day of July, 1998.
Signature Capacity --------- -------- /s/ John E. Parker President, Chief Executive Officer - --------------------------------------- and Director John E. Parker (principal executive officer) /s/ Leslie H. Gordon Senior Vice President and - --------------------------------------- Chief Financial Officer Leslie H. Gordon (principal accounting and financial officer) /s/ William Kaplan Chairman of the Board - --------------------------------------- William Kaplan /s/ Patricia A. Parker Director - --------------------------------------- Patricia A. Parker /s/ Richard Lesser Director - --------------------------------------- Richard Lesser /s/ Richard J. Bauer Director - --------------------------------------- Richard J. Bauer /s/ Richard J. Drake Director - --------------------------------------- Richard J. Drake
Exhibit Index Exhibit Number -------------- 5.1 Opinion of Counsel regarding Legality *10.1 1997 Employee, Director and Consultant Stock Option Plan 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Counsel (included as part of Exhibit 5.1) 24.1 Power of Attorney (included on signature page) - ---------------- * Incorporated by reference from the Company's Registration Statement on Form S-1 (File No. 333-32859). EX-5.1 2 OPINION RE: LEGALITY EXHIBIT 5.1 BLANK ROME COMISKY & MCCAULEY LLP Pennsylvania Direct Dial Phone: (215) 569-5500 New Jersey Delaware Maryland Direct Dial Fax: (215) 569-5555 Washington, DC Florida E-Mail Address: @BLANKROME.COM July 15, 1998 A.C. Moore Arts & Crafts, Inc. 500 University Court Blackwood, NJ 08012 Gentlemen: We have acted as counsel to A.C. Moore Arts & Crafts, Inc. (the "Company") in connection with the preparation of the Registration Statement on Form S-8 ("Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offer and sale of up to 1,000,000 shares of common stock, no par value ("Common Stock"), by the Company pursuant to the Company's 1997 Employee, Director and Consultant Stock Option Plan (the "Plan"). This opinion is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K. Although as counsel to the Company we have advised the Company in connection with a variety of matters referred to us by it, our services are limited to specific matters so referred. Consequently, we may not have knowledge of many transactions in which the Company has engaged or its day-to-day operations. In rendering this opinion, we have examined the following documents: (i) the Company's Articles of Incorporation and Bylaws; (ii) Joint Resolution of the Shareholders and Board of Directors of the Company dated September 15, 1997; (iii) the Registration Statement; and (iv) a copy of the Plan. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all documents and records examined and the genuineness of all signatures. We have not made any independent investigation in rendering this opinion other than the document examination described. Our opinion is therefore qualified in all respects by the scope of that document examination. We make no representation as to the sufficiency of our investigation for your purposes. This opinion is limited to the laws of the Commonwealth of Pennsylvania. BLANK ROME COMISKY & MCCAULEY LLP July 15, 1998 Page 2 Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock of the Company which are being offered by the Company pursuant to the Registration Statement, when sold in the manner and for the consideration contemplated by the Registration Statement, will be legally issued, fully paid and non-assessable. This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur. This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. We consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Blank Rome Comisky & McCauley LLP ------------------------------------- BLANK ROME COMISKY & McCAULEY LLP One Logan Square, Philadelphia, Pennsylvania 19103-6998 Phone: 215.569.5500 Fax: 215.569.5555 EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS 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 27, 1998 appearing on page 21 of A.C. Moore Arts & Crafts, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. PricewaterhouseCoopers LLP /s/ PricewaterhouseCoopers LLP - ------------------------------ Philadelphia, Pennsylvania July 14, 1998 -----END PRIVACY-ENHANCED MESSAGE-----