S-8 1 d69014sv8.htm S-8 sv8
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As filed with the Securities and Exchange Commission on September 2, 2009
Registration No. 333-                     
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
HASTINGS ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
     
Texas
(State or other jurisdiction of
incorporation or organization) 		  75-1386375
(I.R.S. Employer Identification No.)
     
3601 Plains Boulevard
Amarillo, Texas
(Address of Principal Executive Offices) 		  79102
(Zip Code)
 
Hastings Entertainment, Inc.
2002 Stock Grant Plan for Outside Directors
(Full title of the plan)
 
Dan Crow
Vice President, Chief Financial Officer
Hastings Entertainment, Inc.
3601 Plains Boulevard
Amarillo, Texas 79102
(Name and address of agent for service)
(806) 677-1402
(Telephone number, including area code, of agent for service)
with copies of communications to:
S. Benton Cantey, Esq.
Kelly Hart & Hallman LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102-3126
(817) 332-2500
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer oAccelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) 		Smaller reporting company þ
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed maximum     Proposed maximum     Amount of  
  Title of securities     Amount to be     offering price     aggregate offering     registration fee  
  to be registered     registered (1)     per share (2)     price (2)     (2)  
 
Common Stock, par value $0.01 per share
     75,000     $3.92     $294,000     $16.41  
 
(1)   Represents shares issuable under the Hastings Entertainment, Inc. 2002 Stock Grant Plan for Outside Directors, as amended (the “Plan”). Pursuant to Rule 416, there are also registered hereunder such indeterminate number of additional shares as may become subject to awards under the Plan as a result of the antidilution provisions contained therein.
 
(2)   The registration fee with respect to these shares has been computed in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of the reported high and low sale prices of shares of the Common Stock on The NASDAQ National Market on August 27, 2009.
 
 

 

TABLE OF CONTENTS

Item 3. Incorporation of Documents by Reference.
Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-4.2
EX-23.1

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Item 3. Incorporation of Documents by Reference.
     This Registration Statement registers additional securities to be issued under the Hastings Entertainment, Inc. 2002 Stock Grant Plan for Outside Directors, as amended, and is submitted in accordance with Section E of the General Instructions to Form S-8 regarding Registration of Additional Securities.
     Hastings Entertainment, Inc. (the “Company”), hereby incorporates by reference the following documents filed with the U.S. Securities and Exchange Commission (the “Commission”):
  •   Registration Statement on Form S-8, No. 333-90802, filed with the Commission on June 19, 2002;
 
  •   Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed with the Commission on April 21, 2009;
 
  •   Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2009, filed with the Commission on June 2, 2009;
 
  •   Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2009, filed with the Commission on September 2, 2009; and
 
  •   Current Reports on Form 8-K filed with the Commission on March 24, 2009, April 16, 2009, May 19, 2009, and August 18, 2009.
     All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.
     Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof 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 hereof.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement.
     
Exhibit    
No.   Description
4.1
  Hastings Entertainment, Inc. 2002 Stock Grant Plan for Outside Directors (previously filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 16, 2002 (SEC File No. 000-24381) with respect to the Company’s 2002 annual shareholder’s meeting and incorporated by reference herein)
 
    
4.2*
  Amendment to the Hastings Entertainment Inc. 2002 Stock Grant Plan for Outside Directors adopted by the Board of Directors of the Company as of June 3, 2009, and approved by the shareholders of the Company as of June 4, 2009
 
    
23.1*
  Consent of Independent Registered Accounting Firm
 
    
24.1*
  Power of Attorney (incorporated in the signature page of this Registration Statement)
 
*   Each document marked with an asterisk is filed herewith.

 

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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 City of Amarillo, State of Texas, on the 2nd day September, 2009.
         
  Hastings Entertainment, Inc.
 		  
  By:   /s/ Dan Crow    
    Dan Crow   
    Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   
 
POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Hastings Entertainment, Inc., a Texas corporation, do hereby constitute and appoint John H. Marmaduke and Dan Crow, and each of them, their true and lawful attorneys-in-fact and agents or attorney-in-fact and agent, with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments (including any post-effective amendments) and supplements thereto, and to any and all instruments or documents filed as part or in connection with this Registration Statement, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. The Power of Attorney may be signed in several counterparts.
     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons and in the following capacities on the date indicated.
         
Signature   Title   Date
 
        
/s/ John H. Marmaduke
 
John H. Marmaduke
  President, Chief Executive Officer and Director (Principal Executive Officer)   September 2, 2009
 
        
/s/ Dan Crow
 
Dan Crow
  Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer)   September 2, 2009
 
        
/s/ Jeffrey G. Shrader
 
Jeffrey G. Shrader
  Director    September 2, 2009
 
        
/s/ Daryl L. Lansdale
 
Daryl L. Lansdale
  Director    September 2, 2009
 
        
/s/ Frank O. Marrs
 
Frank O. Marrs
  Director    September 2, 2009
 
        
/s/ Ann S. Lieff
 
Ann S. Lieff
  Director    September 2, 2009
 
        
/s/ Danny W. Gurr
 
Danny W. Gurr
  Director    September 2, 2009

 

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EXHIBIT INDEX
     
Exhibit    
No.   Description
4.1
  Hastings Entertainment, Inc. 2002 Stock Grant Plan for Outside Directors (previously filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 16, 2002 (SEC File No. 000-24381) with respect to the Company’s 2002 annual shareholder’s meeting and incorporated by reference herein)
 
    
4.2*
  Amendment to the Hastings Entertainment Inc. 2002 Stock Grant Plan for Outside Directors adopted by the Board of Directors of the Company as of June 3, 2009, and approved by the shareholders of the Company as of June 4, 2009
 
    
23.1*
  Consent of Independent Registered Accounting Firm
 
    
24.1*
  Power of Attorney (incorporated in the signature page of this Registration Statement)
 
*   Each document marked with an asterisk is filed herewith.