S-8 POS 1 k64688s-8pos.txt POST EFFECTIVE AMENDMENT TO FORM S-8 1 Registration No. 333-45212 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 A REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------- KMART CORPORATION (Exact name of issuer as specified in its charter) Michigan 38-0729500 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 3100 West Big Beaver Road, Troy, Michigan 48084 (Address of Principal Executive Offices) (Zip Code) Conaway Stock Grants (Full title of the plans) James E. Defebaugh Vice President, Associate General Counsel and Secretary Kmart Corporation 3100 West Big Beaver Road Troy, Michigan 48084 (Name and Address of agent for service) Telephone number, including area code, of agent for service: 248-463-5021 Copies of Communications to: Verne C. Hampton II Dickinson Wright PLLC 500 Woodward, Suite 4000 Detroit, Michigan 48226 Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Title of Securities Amount to be Offering Price Per Maximum Aggregate Amount of to be Registered Registered Share* Offering Price Registration Fee Common Stock 3,000,000 shs. $12.01 $36,030,000 $9,008 ($1 par value)
*Based upon the market price on August 17, 2001 2 The contents of Registration Number 333-45212 of Kmart Corporation dated September 6, 2000 are incorporated by reference herein 3 ITEM 8. EXHIBITS The following exhibits are filed herewith: Exhibit Number Exhibit 5 Opinion and consent of Dickinson Wright PLLC 23 Consent of PricewaterhouseCoopers LLP 28(a) Notice of Stock Option Granted February 6, 2001 to Charles C. Conaway 28(b) Notice of Stock Option Granted May 15, 2001 to Charles C. Conaway 4 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy and State of Michigan on August 22, 2001. KMART CORPORATION By /s/ Charles C. Conaway ------------------------------------ (Charles C. Conaway) Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities indicated on August 22, 2001.
SIGNATURE TITLE SIGNATURE TITLE Chairman of the Board and Chief Executive Officer /s/ Charles C. Conaway (Principal Executive Officer) /s/ Willie D. Davis Director --------------------------------- and Director ------------------------------- (Charles C. Conaway) (Willie D. Davis) Executive Vice President and /s/ Jeffrey N. Boyer Chief Financial Officer /s/ Joseph P. Flannery Director --------------------------------- (Principal Financial and ------------------------------- (Jeffrey N. Boyer) Accounting Officer) (Joseph P. Flannery) /s/ Robert D. Kennedy Director ------------------------------- (Robert D. Kennedy) /s/ James B. Adamson Director /s/ Robin B. Smith Director --------------------------------- ------------------------------- (James B. Adamson) (Robin B. Smith) /s/ Lilyan H. Affinito Director /s/ Thomas T. Stallkamp Director --------------------------------- ------------------------------- (Lilyan H. Affinito) (Thomas T. Stallkamp) /s/ Richard G. Cline Director /s/ Richard J. Statuto Director --------------------------------- ------------------------------- (Richard G. Cline) (Richard J. Statuto)
5 Exhibit Index Exhibit Number Exhibit 5 Opinion and consent of Dickinson Wright PLLC 23 Consent of PricewaterhouseCoopers LLP 28(a) Notice of Stock Option Granted February 6, 2001 to Charles C. Conaway 28(b) Notice of Stock Option Granted May 15, 2001 to Charles C. Conaway