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Registration No. 333- SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
SEARS, ROEBUCK AND CO.
New York incorporation of organization) |
36-1750680 (I.R.S. employer identification no.) |
3333 Beverly Road
Hoffman Estates, Illinois 60179
(Address of principal executive offices, including zip code)
SEARS, ROEBUCK AND CO.
NON-EMPLOYEE DIRECTOR STOCK PLAN
SEARS, ROEBUCK AND CO.
2002 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
Anastasia D. Kelly
Senior Vice President and General Counsel
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
(Name and address of agent for service)
(847) 286-2500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title Of Each Class Of |
Amount To |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price |
Amount Of Registration Fee(2) |
Common Shares, par value $0.75 per share |
550,000 |
(2) |
(2) |
$2,608.87 |
(1) The number of shares being registered represents (i) the underlying shares for the stock options, deferred shares and common share equivalents to be granted under the Sears, Roebuck and Co. Non-Employee Director Stock Plan, and (ii) the underlying shares for the stock options, deferred shares and common share equivalents to be granted under the Sears, Roebuck and Co. 2002 Non-Employee Director Stock Plan.
(2) Pursuant to Rule 457(h) and 457(c) and estimated solely for the purpose of determining the registration fee, the proposed maximum offering price per share and proposed maximum aggregate offering price have been calculated as follows: 489,688 shares at $53.11 per share, the average of the high and low reported sale prices on May 8, 2002 of the Company's Common Shares, as reported in a summary of composite transactions for securities listed on the New York Stock Exchange; and 1,810 shares at $50.44 per share, 2,128 shares at $40.16 per share, 24,964 shares at $39.32 per share, 28,620 shares at $37.73 per share, and 2,790 shares at $40.08 per share, the actual prices at which outstanding grants were made.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
Incorporation of Documents by Reference. The following documents filed by Sears, Roebuck and Co. ("Sears") with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:
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Item 5. |
Interests of Named Experts and Counsel. |
Item 6. |
Indemnification of Directors and Officers. |
Item 8. |
Exhibits. |
Item 9. |
Undertakings.
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 Securities and Exchange Commission by the Registrant pursuant to Section 13 or 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 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 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 Hoffman Estates, Illinois, on May 9, 2002.
SEARS, ROEBUCK AND CO. |
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By: |
/s/ Paul J. Liska |
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
date indicated:
Signature |
Title |
Date |
Alan J. Lacy* |
Director, Chairman of the Board of
Directors, President and Chief Executive Officer (Principal Executive
Officer) |
May 9, 2002 |
Paul J. Liska* |
Executive Vice President and Chief
Financial Officer (Principal Financial Officer) |
May 9, 2002 |
Thomas E. Bergmann* |
Vice President and Controller |
May 9, 2002 |
Hall Adams, Jr.* |
Director |
May 9, 2002 |
Brenda C. Barnes* |
Director |
May 9, 2002 |
Warren L. Batts* |
Director |
May 9, 2002 |
James R. Cantalupo* |
Director |
May 9, 2002 |
Donald J. Carty* |
Director |
May 9, 2002 |
W. James Farrell* |
Director |
May 9, 2002 |
Michael A. Miles* |
Director |
May 9, 2002 |
Hugh B. Price* |
Director |
May 9, 2002 |
Dorothy A. Terrell* |
Director |
May 9, 2002 |
Raul Yzaguirre* |
Director |
May 9, 2002 |
*By: |
/s/ Paul J. Liska |
EXHIBIT INDEX
Exhibit Number |
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3(i) |
Restated Certificate of Incorporation of
Sears, Roebuck and Co. as amended to May 13, 1996 (Incorporated by
reference to Exhibit 3(a) to Registration Statement No. 333-8141). |
3(ii) |
By-Laws of Sears, Roebuck and Co. as amended
(Incorporated by reference to Exhibit 3(ii) to the Annual Report on Form
10-K of Sears, Roebuck and Co. for the year ended December 30, 2000). |
4(i)(a) |
Text of the Sears, Roebuck and Co. Non-Employee Director Stock Plan (Incorporated by reference to Appendix B to the Registrant's proxy statement dated March 20, 1996) |
4(i)(b) |
Text of the Sears, Roebuck and Co. 2002 Non-Employee Director Stock Plan (Incorporated by reference to Appendix B to the Registrant's proxy statement dated March 27, 2002) |
5* |
Opinion of Anastasia D. Kelly, Senior Vice
President and General Counsel. |
15* |
Awareness Letter of Deloitte & Touche LLP. |
23(a)* |
Consent of Deloitte & Touche LLP. |
23(b) |
Consent of Anastasia D. Kelly, Senior Vice
President and General Counsel (included in Exhibit 5). |
24* |
Power of Attorney of officers and directors. |
*Filed herewith
Exhibit 5
Sears, Roebuck and Co.
Anastasia D. Kelly
May 9, 2002
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
Ladies and Gentlemen:
I have examined the registration statement on Form S-8 (the "Registration Statement") to be filed by Sears, Roebuck and Co. (the "Company") with the Securities and Exchange Commission on or about May 9, 2002 in connection with the registration under the Securities Act of 1933, as amended, of 550,000 common shares, $0.75 par value, of the Company issuable pursuant to (i) the Sears, Roebuck and Co. Non-Employee Director Stock Plan, and (ii) the 2002 Non-Employee Director Stock Plan (individually, a "Plan," and together, the "Plans"). I have examined pertinent documents and records, including each Plan, and the certificate of incorporation and by-laws of the Company, and I have also made such other examinations as I have deemed necessary or appropriate as a basis for the opinion hereinafter expressed.
I am of the opinion that the Common Shares to be issued pursuant to the Plans, when issued in accordance with the terms thereof, will be validly issued, fully paid and nonassessable, and that (except for statutory claims by laborers, servants, or employees for unpaid debts, wages or salaries, chargeable against certain of the principal shareholders only in the event of termination of listing and public trading in the Company's shares) no personal liability for obligations of the Company will attach to any holder of the Common Shares under existing statutes of the State of New York, in which the Company is incorporated. I consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me in the Prospectus relating to this Registration Statement.
Very truly yours, |
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/s/Anastasia D. Kelly |
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Anastasia D. Kelly |
Exhibit 15
To the Shareholders and Board of Directors
of Sears, Roebuck and Co.
We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Sears, Roebuck and Co. for the 13-week periods ended March 30, 2002 and March 31, 2001 as indicated in our report dated May 1, 2002; because we did not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the 13-week period ended March 30, 2002, is being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
Chicago, Illinois
May 9, 2002
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of Sears, Roebuck and Co. on Form S-8 of our reports dated February 8, 2002 appearing in the Annual Report on Form 10-K of Sears, Roebuck and Co. for the fiscal year ended December 29, 2001.
/s/ Deloitte & Touche LLP
Chicago, Illinois
May 9, 2002
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned being a director or officer, or both, of SEARS, ROEBUCK AND CO., a New York corporation (the "Company"), does hereby constitute and appoint PAUL J. LISKA, GLENN R. RICHTER, THOMAS E. BERGMANN and LARRY R. RAYMOND with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys, to execute, file and deliver any and all instruments and to do any and all acts and things which said attorneys and agents, or any of them, deem advisable to enable the Company to comply with the Securities Act of 1933, as amended, (the "Securities Act") and any requirements or regulations of the Securities and Exchange Commission in respect thereto, in connection with the registration under the Securities Act of 550,000 common shares, par value $.75 per share, of the Company for issuance under the Sears, Roebuck and Co. Non-Employee Director Stock Plan and the 2002 Non-Employee Director Stock Plan; including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his or her name in the name and on behalf of the Company or as a director or officer, or both, of the Company, as indicated below opposite his or her signature, to the registration statement, or any amendments, post-effective amendments, supplements or papers supplemental thereto to be filed in respect of each such plan, and any additional registration statements filed pursuant to Rule 462, and the undersigned hereby does fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof
.IN WITNESS WHEREOF, each of the undersigned has subscribed his or her name,
this 9th day of May, 2002.
NAME |
TITLE |
/s/ Alan J. Lacy |
Chairman of the Board of Directors, |
/s/ Paul J. Liska |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
/s/ Thomas E. Bergmann |
Vice President and Controller |
/s/ Hall Adams, Jr. |
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/s/ Brenda C. Barnes |
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/s/ Warren L. Batts |
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/s/ James R. Cantalupo |
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/s/ Donald J. Carty |
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/s/ W. James Farrell |
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/s/ Michael A. Miles |
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/s/ Hugh B. Price |
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/s/ Dorothy A. Terrell |
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/s/ Raul Yzaguirre |
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