-----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, NchEJWp83TpkViTLoHtMFIzJ6I0O0ET/RMVnlnT09fUgsgd4K4P0as44l73LwKXk rUqUuGifEbCb2IFZ0NfjKw== 0000950134-98-000058.txt : 19980107 0000950134-98-000058.hdr.sgml : 19980107 ACCESSION NUMBER: 0000950134-98-000058 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980106 EFFECTIVENESS DATE: 19980106 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOTSOFF CORP CENTRAL INDEX KEY: 0000735584 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 742640559 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43783 FILM NUMBER: 98501721 BUSINESS ADDRESS: STREET 1: 8750 TESORO DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78217-0555 BUSINESS PHONE: 2108059300 MAIL ADDRESS: STREET 1: 8750 TESORO DR PO BOX 17555 STREET 2: 8750 TESORO DR PO BOX 17555 CITY: ANTONIO STATE: TX ZIP: 78217 FORMER COMPANY: FORMER CONFORMED NAME: 50 OFF STORES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SHOPPERS WORLD STORES INC DATE OF NAME CHANGE: 19871214 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1998 REGISTRATION NO. 333-______ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- LOT$OFF CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 74-2640559 (State or other jurisdiction of (I.R.S. employer identification) incorporation or organization)
8750 TESORO DRIVE SAN ANTONIO, TEXAS 78217 (Address, including zip code, of principal executive offices) -------------- STOCK OPTION PLAN OF LOT$OFF CORPORATION (Full title of the Plan) -------------- CHARLES J. FUHRMANN II, PRESIDENT AND CHIEF EXECUTIVE OFFICER 8750 TESORO DRIVE SAN ANTONIO, TEXAS 78217 (210) 805-9300 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ============================================================================================================== Proposed Proposed Title of Amount Maximum Maximum Amount of Securities to be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee - -------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value. . . . 669,300 shares (1) $ 1.68 $ 1,124,424 $331.71 - -------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value. . . . 130,700 shares (2) $ 3.8125 (3) $ 498,294 (3) $147.00 ==============================================================================================================
(1) Issuable upon exercise of options previously granted under the Stock Option Plan of LOT$OFF CORPORATION. (2) Issuable upon exercise of options available to be granted under the Stock Option Plan of LOT$OFF CORPORATION. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The offering price and registration fee are computed on the basis of the average of the bid and asked prices as of December 29, 1997. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 1997; (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended May 2, 1997, August 31, 1997 (as amended on Form 10-Q/A filed September 19, 1997 and Form 10-Q/A2 filed December 9, 1997), and October 31, 1997; (c) The description of the Registrant's Common Stock, par value $0.01 per share (the "Common Stock"), contained in the Registration Statement on Form 8-A of the Registrant filed December 31, 1984. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and l5(d) of the Securities Exchange Act of 1934, prior to the fling of a post-effective amendment to this Registration Statement that indicates that all Common Stock to which this Registration Statement relates has been sold or that deregisters all Common Stock to which this Registration Statement relates then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such reports and 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. Pursuant to provisions of the Delaware General Corporation Law ("DGCL"), the Restated Certificate of Incorporation of Registrant (the "Company") includes a provision which eliminates the personal liability of its directors to the Company and its stockholders for monetary damage to the fullest extent permissible under Delaware law. This provision does not eliminate liability (a) for any breach of a director's duty of loyalty to the Company or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) in connection with payment of any illegal dividend or an illegal stock repurchase; or (d) for any transaction from which the director derives an improper personal benefit. Further, this provision has no effect on claims arising under federal or state securities laws and does not affect the availability of injunctions and other equitable remedies available to the Company's stockholders for any violation of a director's fiduciary duty to the Company or its stockholders. Section 145 of DGCL authorizes a corporation to indemnify any person ("indemnitee") who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) because such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar position with another corporation or entity, against expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good II-1 3 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 action or proceeding, had no reasonable cause to believe his conduct was unlawful. With respect to actions or suits by or in the right of the corporation, however, an indemnitee who acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation is generally limited to attorneys' fees and other expenses, and no indemnification shall be made if such person is adjudged liable to the corporation unless and only to the extent that a court of competent jurisdiction determines that indemnification is appropriate. Section 145 further provides that any indemnification shall be made by the corporation only as authorized in each specific case upon a determination by the (i) board of directors by a majority vote of directors who were not parties to such action, suit or proceeding even though less than a quorum, (ii) independent counsel if there are no such disinterested directors or if such directors so direct, or (iii) stockholders, that indemnification of the indemnitee is proper because he has met the applicable standard of conduct. Section 145 provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Company's Restated Certificate of Incorporation and Second Amended and Restated Bylaws require the Company to indemnify its officers, directors and employees to the fullest extent permitted by Delaware law. Furthermore, the Second Amended and Restated Bylaws also require the Company to indemnify the agents of the Company to the fullest extent permitted by Delaware law. An insurance policy obtained by the Company provides for indemnification of officers and directors of the Company and certain other persons against liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit No Description of Exhibit - ---------- ---------------------- 4.1 Form of Common Stock certificate of the Registrant (filed herewith). 4.2 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant's Form S-1 Registration Statement No. 333-25061, filed June 11, 1997). 4.3 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3 to the Registrant's Form 8-K, filed December 9, 1997). 4.4 Stock Option Plan of LOT$OFF CORPORATION (incorporated by reference to Exhibit 10.1 to the Registrant's Form S-1 Registration Statement No. 333-25061, filed June 11, 1997). 5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P (filed herewith). 5.2 Opinion of Sheinfeld, Maley & Kay, P.C. (filed herewith). 23 Consent of Deloitte & Touche LLP (filed herewith). 24 Power of Attorney (included on signature page of this Registration Statement).
- ----------------- II-2 4 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 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. 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 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 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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)(l)(i) and (a)(l)(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 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 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. II-3 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 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 San Antonio, State of Texas on December 18, 1997. LOT$OFF CORPORATION By: /s/ CHARLES J. FUHRMANN II --------------------------------- Charles J. Fuhrmann II President POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Charles J. Fuhrmann II and Jeff Seidel, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming that each of said attorneys-in-fact and agents or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.
NAME TITLE DATE - ---- ----- ---- CHARLES J. FUHRMANN II President, Chief Executive Officer and December 18, 1997 - ------------------------------- Charles J. Fuhrmann II Director (Principal Executive Officer) JEFF SEIDEL Vice President, Chief Financial Officer, December 18, 1997 - ------------------------------- Jeff Seidel Secretary and Treasurer (Principal Accounting and Financial Officer) SHERYLE J. BOLTON Director December 8, 1997 - ------------------------------- Sheryle J. Bolton CECIL SCHENKER Director December 18, 1997 - ------------------------------- Cecil Schenker WILLIAM B. SNOW Director December 9, 1997 - ------------------------------- William B. Snow M. DAVID WHITE Director December 9, 1997 - ------------------------------- M. David White
6 EXHIBITS INDEX TO EXHIBITS
Exhibit No Description of Exhibit - ---------- ---------------------- 4.1 Form of Common Stock certificate of the Registrant (filed herewith). 4.2 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant's Form S-1 Registration Statement No. 333-25061, filed June 11, 1997). 4.3 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3 to the Registrant's Form 8-K, filed December 9, 1997). 4.4 Stock Option Plan of LOT$OFF CORPORATION (incorporated by reference to Exhibit 10.1 to the Registrant's Form S-1 Registration Statement No. 333-25061, filed June 11, 1997). 5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P (filed herewith). 5.2 Opinion of Sheinfeld, Maley & Kay, P.C. (filed herewith). 23 Consent of Deloitte & Touche LLP (filed herewith). 24 Power of Attorney (included on signature page of this Registration Statement).
_____________________ EX-4.1 2 COMMON STOCK CERTIFICATE 1 EXHIBIT 4.1 NUMBER SHARES LEC COMMON STOCK LOT$OFF CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 545674 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT [SPECIMEN] IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF $.01 PER SHARE, OF COMMON STOCK OF LOT$OFF CORPORATION transferred on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed or accompanied by a proper assignment. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and facsimile signatures of its duly authorized officers. Dated: [LOT$OFF CORPORATION CORPORATE SEAL] [SPECIMEN] COUNTERSIGNED AND REGISTERED. PRESIDENT CONTINENTAL STOCK TRANSFER & TRUST COMPANY (Jersey City, NJ) TRANSFER AGENT AND REGISTRAR BY [SPECIMEN] SECRETARY AUTHORIZED SIGNATURE EX-5.1 3 OPINION OF AKIN, GUMP 1 EXHIBIT 5.1 AKIN,GUMP,STRAUSS,HAUER & FELD,L.L.P. 1500 NATIONSBANK PLAZA 300 CONVENT STREET SAN ANTONIO, TEXAS 78205 (210)270-0800 January 6, 1998 LOT$OFF CORPORATION 8750 Tesoro Drive San Antonio, Texas 78217 Gentlemen: We have acted as counsel to LOT$OFF CORPORATION (the "Company") in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to 800,000 shares of the Company's Common Stock, $0.01 par value, (the "Common Stock") issuable upon exercise of options granted or to be granted under the Stock Option Plan of LOT$OFF CORPORATION (the "Plan"). The shares to be issued upon exercise of such options are herein collectively referred to as the "Option Shares." We have examined such corporate records, documents, instruments and certificates of the Company, have received such representations from the officers and directors of the Company, and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents, instruments, records and certificates submitted to us as originals. We have further assumed that: (i) all applicable state securities laws will have been complied with in connection with each option exercise; (ii) at the time of issuance of the shares of Common Stock issuable upon exercise of options granted or to be granted under the Plan, the Company will have sufficient authorized and unissued shares of Common Stock available for issuance; (iii) the options granted and to be granted under the Plan will be exercised in accordance with the terms of the Plan, the governing option agreements and any other applicable agreements and documents; (iv) the shares of Common Stock issued upon exercise of options granted and to be granted under the Plan will be evidenced by appropriate certificates properly executed and delivered; (v) the options granted and to be granted under the Plan (and the related option agreements and any other governing agreements) will be duly authorized and will constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms, and will be entitled to the benefits provided by the Plan; (vi) all options granted under the Plan will be granted at an exercise price per share in excess of the $.01 par value per share of the Common Stock; and 2 LOT$OFF CORPORATION January 6, 1998 Page 2 - ----------------------------- (vii) the Plan was duly adopted in accordance with applicable law and all options granted or to be granted thereunder were or will be granted in accordance with the terms of the Plan. We have further relied upon an opinion rendered by Sheinfeld, Maley & Kay, P.C., bankruptcy counsel to the Company, which opinion has been filed as an exhibit to the Registration Statement. Such opinion addresses matters pertaining to Section 303 of the Delaware General Corporation Law (the "Delaware Statute"). If complied with, the Delaware Statute permits certain corporate actions to be taken in connection with a plan of reorganization, without Board of Director or stockholder approval, including, as applicable to the opinions expressed herein, actions to increase authorized shares, to amend and restate a certificate of incorporation and to reconstitute a board of directors. In conclusion, we have assumed for purposes of the opinions expressed herein, in reliance upon the above referenced opinion of bankruptcy counsel, that no approval of the Company's Board of Directors or stockholders was required to (i) increase the authorized shares of the Company, (ii) amend and restate the Company's Certificate of Incorporation, and (iii) reconstitute the Company's Board of Directors, and that the effectuation of all of the foregoing matters was properly authorized by the order confirming the Company's Joint Plan of Reorganization as Amended and Modified (the "Reorganization Plan") entered by the United States Bankruptcy Court for the Western District of Texas. We have further assumed that the Company's Reorganization Plan has been confirmed in accordance with applicable law and is enforceable in accordance with its terms, and that the Delaware Statute is available to the Company for the purposes stated therein. Based upon the foregoing, we are of the opinion that the Option Shares will, if, as, and when the options granted pursuant to the Plan are exercised, and upon issuance and delivery of the Option Shares against payment therefor in the manner contemplated by the Plan and the related governing option agreements, be validly issued, fully paid and nonassessable shares of Common Stock of the Company. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. AKIN, GUMP. STRAUSS, HAUER & FELD, L.L.P. EX-5.2 4 OPINION OF AKIN, GUMP 1 EXHIBIT 5.2 [LETTERHEAD OF SHEINFELD, MALEY & KAY, P.C.] January 6, 1998 Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1500 NationsBank Plaza 300 Convent Street San Antonio, Texas 78205 Gentlemen: We have acted as bankruptcy counsel for LOT$OFF Corporation (formerly 50-OFF Stores, Inc.), a Delaware corporation (the "Company"), as the debtor in proceedings under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq., in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division (the "Bankruptcy Court"), and in connection with the confirmation of the Company's Joint Plan of Reorganization, as Amended and Modified, by the Bankruptcy Court ("Plan of Reorganization"). As bankruptcy counsel, our opinion has been requested for purposes of your reliance when you provide opinions in connection with future corporate, securities, or lending transactions effected by the Company. We have examined such of the Company's records, including the Plan of Reorganization, the Order Confirming Debtor's Joint Plan of Reorganization as Amended and Modified and the related Findings of Fact and Conclusions of Law, the Company's Restated Certificate of Incorporation, Amended and Restated Bylaws, Certificates of Designations with respect to the Company's Series A and Series B Preferred Stock, and such other documents and have made such examinations of law as we have deemed relevant (with respect to each of the foregoing corporate documents which are filed with the Delaware Secretary of State, in the forms on file as of December 11, 1997 and, as to the Second Amended and Restated Bylaws, in the form certified in effect as of November 26, 1997). Based upon the foregoing and subject to the assumptions and qualifications set forth herein, we are of the opinion that: 1. The Company's Plan of Reorganization has been confirmed by order of the Bankruptcy Court, and such Plan was confirmed in accordance with applicable law, is effective and is enforceable in accordance with its terms. Each requirement of Section 303 of the Delaware General Corporation Law necessary to effectuate the Corporate Actions (as defined in paragraph 2 below) without approval of the Company's board of directors and/or stockholders has been met. Such requirements include, without limitation, the matters referenced in subparagraphs 2(a) and 2(b) below. 2. With respect to (i) the filing by the Company of a Registration Statement and an Amendment 1 thereto (collectively the "Registration Statement") with the Securities and Exchange Commission (which became effective on June 11, 1997) and the effectuation of the offering contemplated thereby, (ii) the increase in the Company's authorized shares effected as of June 16, 1997, (iii) the creation, establishment, and authorization of the Company's Series A Preferred Stock and Series B Preferred Stock and the preparation and filing with the State of Delaware of the Series A Preferred Stock Certificate of Designations and Series B Preferred Stock Certificate of Designations 2 on June 16, 1997, (iv) the restatement and amendment of the Company's Certificate of Incorporation and Bylaws and the preparation and filing with the State of Delaware of the Restated Certificate of Incorporation on June 16, 1997, (v) the reconstitution of the Company's board of directors effected as of June 16, 1997, (vi) the offer, sale and issuance of the Series B Preferred Stock as contemplated by the Plan of Reorganization, and (vii) the authorization of the Rights and Units and the registration, offer, sale, and issuance of the Rights, Units, Common Stock and Series A Preferred Stock in connection with the Registration Statement, (with the actions set forth in (i) through (vii) collectively called the "Corporate Actions"); the Bankruptcy Court by order or decree: (a) Authorized the Company to take each Corporate Action, without approval of the Company's board of directors or stockholders (such Corporate Actions deemed by the Bankruptcy Court and applicable law to have been unanimously approved by the Company's board of directors and stockholders); and (b) Authorized and designated Charles Fuhrmann to effect each Corporate Action on behalf of the Company and to take any and all actions related thereto or in furtherance thereof, including, without limitation, the execution and acknowledgement of any and all documents and instruments contemplated by the Corporate Actions. 3. No consent, approval or other action is required to be obtained or taken by the Company under bankruptcy law, the Plan of Reorganization, the Order confirming the Plan of Reorganization, or the related Findings of Fact and Conclusions of Law in connection with any future issuance of securities by the Company (including without limitation in connection with the issuance of common stock of the Company upon exercise of options granted or to be granted under the Company's Stock Option Plan filed as an exhibit to Amendment 1 to the Registration Statement.) The opinions expressed herein concern and are limited to the laws of the State of Texas and the corporate laws of the State of Delaware, as currently in effect, and the federal laws of the United States of America, as currently in effect. This opinion is limited to the matters expressly set forth in this letter, as limited herein as of the date of this letter, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the filing of this opinion as an exhibit to any registration statement filed by the Company under the Securities Act of 1933, as amended (subject to our prior review of such registration statement) and to the use of our name under the caption "Legal Opinion" (or similar caption) in the prospectus included as part of such registration statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. SHEINFELD, MALEY & KAY, P.C. /s/ LEE POLSON -------------------------------------- Lee Polson EX-23 5 CONSENT OF DELOITTE & TOUCHE, LLP 1 EXHIBIT 23 Independent Auditors' Consent Board of Directors LOT$OFF CORPORATION We consent to the incorporation by reference in this Registration Statement of LOT$OFF CORPORATION (formerly 50-OFF Stores, Inc.) on Form S-8 of our report dated June 9, 1997, (which report expresses an unqualified opinion and includes explanatory paragraphs referring to a substantial doubt as to 50-OFF Stores, Inc.'s ability to continue as a going concern and bankruptcy filing) appearing in the Annual Report on Form 10-K of 50-OFF Stores, Inc. for the fiscal year ended January 31, 1997. /s/ Deloitte & Touche LLP Deloitte & Touche LLP San Antonio, Texas January 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----