-----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, O33nxU+X+cslHqtS/9Twu9Kq3JAioTuiA+PmQOhRnuHcJUCTEb8Q4MSB7SsJgYUW Jisasp0LmnjPbF1RJkN84w== /in/edgar/work/0000930661-00-002482/0000930661-00-002482.txt : 20001005 0000930661-00-002482.hdr.sgml : 20001005 ACCESSION NUMBER: 0000930661-00-002482 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001004 EFFECTIVENESS DATE: 20001004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERTAN INC CENTRAL INDEX KEY: 0000803227 STANDARD INDUSTRIAL CLASSIFICATION: [5731 ] IRS NUMBER: 752130875 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47284 FILM NUMBER: 734760 BUSINESS ADDRESS: STREET 1: 3300 HGWY #7 STREET 2: STE 904 CITY: CONCORD ONTARIO CAN STATE: TX ZIP: 76102 BUSINESS PHONE: 9057609701 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 1805 CITY: FORT WORTH STATE: TX ZIP: 76102 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on October 4, 2000 Registration Statement No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------- INTERTAN, INC. (Exact name of registrant as specified in its charter) Delaware 75-2130875 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 3300 Highway #7, Suite 904 L4K 4M3 Concord, Ontario, Canada (Postal Code) (Address of principal executive offices) -------------- InterTAN, Inc. Restricted Stock Unit Plan (Full title of the Plan) -------------- Jeffrey A. Losch Vice President, Secretary and General Counsel 3300 Highway #7, Suite 904 Concord, Ontario, Canada (905) 760-9709 (Name, address and telephone number of agent for service) Copy to: Ann Marie Cowdrey Thompson & Knight L.L.P. 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 (214) 969-1700 --------------
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Title of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of registered registered(2) price per share(3) aggregate offering price(3) registration fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $1.00 per 200,000 shares $11.13 $2,226,000 $588 share(1) ====================================================================================================================================
(1) Includes related preferred stock purchase rights. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act") and based on the average of the high and low prices of the common stock reported on the New York Stock Exchange on September 28, 2000. (3) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend or similar transaction with respect to the shares covered hereby are also registered hereunder. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* ---------------- Item 2. Registrant Information and Employee Plan Annual Information.* ----------------------------------------------------------- _____________ * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents have been filed by the Registrant with the Securities and Exchange Commission and are incorporated by reference in this Registration Statement: (1) the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2000; (2) The description of the Common Stock of the Registrant contained in the Registration Statement on Form 10 filed under Section 12(b) of the Securities Exchange Act of 1934 (Registration No. 001-10062), as filed with the Securities and Exchange Commission on October 2, 1986, including any amendment or report filed for the purpose of updating such description; and (3) The description of the Preferred Share Purchase Rights (which rights are transferable only with related shares of Common Stock) contained in the Registration Statement on Form 8-A filed under Section 12(b) of the Securities Exchange Act of 1934 (Registration No. 001-10062), as filed with the Securities and Exchange Commission on September 17, 1999, including any amendment or report filed for the purpose of updating such description. In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities 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 of such documents. 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 of this Registration Statement 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 of this Registration Statement. Upon the written or oral request of any person to whom a copy of this Registration Statement has been delivered, the Company will provide without charge to such person a copy of any and all documents (excluding exhibits thereto unless such exhibits are specifically incorporated by reference into such documents) that have been incorporated by reference into this Registration Statement but not delivered herewith. Requests for such documents should be addressed to InterTAN, Inc., 3300 Highway #7, Suite 904, Concord, Ontario, Canada L4K 4M3, Attention: Corporate Secretary, (905) 760- 9709. Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- The Registrant is incorporated in the State of Delaware. Under Section 145 of the Delaware General Corporation Law (the "DGCL"), a Delaware corporation has the power to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses and liabilities incurred in any such action, suit or proceedings so long as they acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of such corporation, and, with respect to any criminal action, so long as they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of such corporation, however, indemnification is generally limited to attorneys' fees and other expenses and is not available if such person is adjudged to be liable to such corporation unless the court determines that indemnification is appropriate. Article XIV of the Registrant's By-Laws provides for mandatory indemnification II-1 of directors and officers to the fullest extent permitted by Section 145 of the DGCL. The Registrant has also contractually agreed with each of its officers and directors to indemnify such persons to the fullest extent provided by law. A Delaware corporation also has the power to purchase and maintain insurance for such persons. The directors and officers of the Registrant are covered by an insurance policy indemnifying them against certain liabilities, including certain liabilities arising under the Securities Act of 1933, which might be incurred by them in such capacities and against which they might not be indemnified by the Registrant. Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provisions shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's Restated Certificate of Incorporation contains such a provision. The above discussion of the Registrant's Certificate of Incorporation and By-Laws and Section 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by such documents and statutes. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- The following documents are filed as exhibits to this Registration Statement: 4.1 InterTAN, Inc. Restricted Stock Unit Plan. 5.1 Opinion of Thompson & Knight L.L.P. 23.1 Consent of PricewaterhouseCoopers, LLP, independent public accountants to incorporation of report by reference. 23.2 Consent of Thompson & Knight L.L.P. (included in the opinion of Thompson & Knight L.L.P. filed herewith as Exhibit 5.1). 24.1 Power of Attorney (included on signature page of this Registration Statement). Item 9. Undertakings. ------------ The 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-2 (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (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 by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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. (4) 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 this 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. (5) 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. II-3 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 Concord, Province of Ontario, Canada on September 28, 2000. INTERTAN, INC. By: /s/ Brian E. Levy ---------------------------------------- Brian E. Levy, President & Chief Executive Officer POWER OF ATTORNEY 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 dates indicated. The undersigned persons hereby constitute and appoint Brian E. Levy, James G. Gingerich and Jeffrey A. Losch, and each of them singly, as our true and lawful attorneys-in-fact and agents, with full power to execute in out names and on our behalf in the capacities indicated below, any and all amendments to this Registration Statement to be filed with the Securities and Exchange Commission and hereby ratify and confirm all that such attorneys-in- fact shall lawfully do or cause to be done by virtue hereof.
Signature Capacity in Which Signed Date --------- ------------------------ ---- /s/ Brian E. Levy President, Chief Executive September 28, 2000 - ------------------------------ Brian E. Levy Officer and Director (principal executive officer) /s/ James G. Gingerich Executive Vice President, September 28, 2000 - ------------------------------ James G. Gingerich Finance, Chief Financial Officer (principal financial officer) /s/ Douglas C. Saunders Vice President and September 28, 2000 - ------------------------------ Douglas C. Saunders Corporate Controller (principal accounting officer) /s/ Ron Stegall Chairman of the Board and September 30, 2000 - ------------------------------ Ron Stegall Director /s/ William C. Bosquette Director September 30, 2000 - ------------------------------ William C. Bosquette
II-4
Signature Capacity in Which Signed Date --------- ------------------------ ---- /s/ John A. Capstick Director October 2, 2000 - ------------------------------ John A. Capstick /s/ Clark A. Johnson Director September 30, 2000 - ------------------------------ Clark A. Johnson /s/ John H. McDaniel Director September 30, 2000 - ------------------------------ John H. McDaniel /s/ W. Darcy McKeough Director September 30, 2000 - ------------------------------ W. Darcy McKeough /s/ James T. Nichols Director September 30, 2000 - ------------------------------ James T. Nichols
II-5 INDEX TO EXHIBITS Exhibit Number Exhibit - -------------- ------- 4.1 InterTAN, Inc. Restricted Stock Unit Plan. 5.1 Opinion of Thompson & Knight L.L.P. 23.1 Consent of PricewaterhouseCoopers, LLP, independent public accountants to incorporation of report by reference. 23.2 Consent of Thompson & Knight L.L.P. (included in the opinion of Thompson & Knight L.L.P. filed herewith as Exhibit 5.1). 24.1 Power of Attorney (included on signature page of this Registration Statement). II-6 EX-4.1 2 0002.txt RESTRICTED STOCK UNIT PLAN EXHIBIT 4.1 INTERTAN, INC. RESTRICTED STOCK UNIT PLAN SECTION I. PURPOSE The purpose of the InterTAN, Inc. Restricted Stock Unit Plan (the "Plan") is to encourage and enable key employees of InterTAN, Inc. (the "Company") and its subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. Accordingly, the Company may award bonuses in the form of rights to acquire Common Stock of the Company, par value $1.00 per share ("Stock") subject to the restrictions set forth in Section V ("Restricted Stock Units"), as hereinafter set forth. SECTION II. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Organization and Compensation Committee (the "Committee"); provided that the Committee is composed of two or more directors who qualify as "Non-Employee Directors" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). 1 The Committee shall have sole authority to determine the employees who are to be awarded Restricted Stock Units from among those eligible hereunder and to establish the number of shares that may be acquired pursuant to an award of Restricted Stock Units after taking into consideration the position held, the duties performed, the compensation received, the services expected to be rendered by such employee and such other factors as the Committee, in its sole discretion, may deem relevant. The Committee is authorized to interpret the Plan, and may from time to time adopt such rules and regulations, not inconsistent with the provisions of the Plan, as it may deem advisable to carry out the Plan. A majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be deemed the acts of the Committee. All decisions made by the Committee in selecting the employees to whom Restricted Stock Units shall be awarded, in establishing the number of shares that may be acquired pursuant to Restricted Stock Units awarded to employees and in construing the provisions of the Plan and any award agreement made pursuant to the Plan shall be final. No member of the Committee shall be liable for any action taken, failure to act, determination or interpretation made in good faith with respect to the Plan or any Restricted Stock Units awarded under the Plan. SECTION III. SHARES SUBJECT TO THE PLAN The aggregate number of shares of Stock subject to awards in the form of Restricted Stock Units under this Plan shall not exceed 200,000 shares. Such shares of Stock shall consist of previously issued shares of Stock reacquired by the Company. Any shares of Stock which remain unissued and which are not subject to outstanding awards of Restricted Stock Units at the termination of the Plan shall cease to be subject to the Plan. Should any Restricted Stock Units previously awarded fail to become vested, the shares of Stock subject to such Restricted Stock Units will again be available for grant or award under the Plan. The aggregate number of shares of Stock subject to Restricted Stock Units which may be issued under the Plan shall be subject to adjustment as provided in Section VI hereof or amendment of the Plan in accordance with Section X hereof. SECTION IV. ELIGIBILITY The Committee shall determine and designate, at any time or from time to time, the key employees of the Company and its subsidiaries to whom Restricted Stock Units are to be awarded, but the Committee may authorize the award of Restricted Stock Units only to individuals who are key employees (including officers and directors who are also key employees) of the Company or a subsidiary at the time the Restricted Stock Units are awarded. 2 Restricted Stock Units may be awarded to the same employee on more than one occasion. SECTION V. RESTRICTED STOCK UNITS The Committee may from time to time, in its sole discretion, award bonuses in the form of Restricted Stock Units to persons eligible to receive awards of Restricted Stock Units under Section IV. Each Restricted Stock Unit is a fictional device which shall represent the right to acquire one share of Stock if the applicable vesting conditions of such Restricted Stock Unit have been satisfied, and does not constitute a Stock equivalent or represent any interest in or right to the Company's securities. All Restricted Stock Units awarded under the Plan shall be subject to such restrictions and terms and conditions on vesting, if any, as may be determined by the Committee and which shall be set out in the applicable Restricted Stock Unit Agreement. The provisions of this Plan shall prevail in the event of any conflict between the Plan and any Restricted Stock Unit Agreement. The Committee may in its sole discretion remove, modify or accelerate the release of restrictions on vesting of any Restricted Stock Unit in the event of death or disability of the recipient of such Restricted Stock Unit, or for such other reasons as the Committee may deem appropriate. SECTION VI. ADJUSTMENTS In the event the Company shall effect a split of the Stock or dividend payable in Stock, or in the event the outstanding Stock shall be combined into a smaller number of shares, the maximum number of shares of Stock with respect to which Restricted Stock Units may be awarded and the maximum number of Shares underlying the Restricted Units under the Plan shall be increased or decreased proportionately. In the event of a reclassification of the Stock not covered by the foregoing, or in the event of a liquidation or reorganization, including a merger, consolidation or sale of assets, the Board of Directors shall make such adjustments, if any, as it may deem appropriate in the number and kind of shares subject to Restricted Stock Units which may be awarded or which have previously been awarded under the Plan. The provisions of this Section shall only be applicable if, and only to the extent that, the application thereof does not conflict with any valid governmental statute, regulation or rule. SECTION VII. CONTINUANCE OF EMPLOYMENT Neither the Plan nor any agreement relating to any award of Restricted Stock Units shall impose any obligation on the Company or any subsidiary to continue to employ any employee. 3 SECTION VIII. WITHHOLDING The Company shall have the right to withhold taxes, as required by law, from any transfer of Stock to an employee under the Plan or to collect, as a condition of such transfer, any taxes required by law to be withheld. SECTION IX. BENEFICIARY DESIGNATION Subject to applicable law, each employee who receives an award of Restricted Stock Units under the Plan shall have the right to designate a beneficiary to receive the stock certificates for the Stock underlying the Restricted Stock Units that have vested in that employee under the Plan as of the date of the employee's death. In the event no such beneficiary is designated, such stock certificates shall be delivered to the employee's estate. SECTION X. AMENDMENT OR TERMINATION OF THE PLAN The Board of Directors in its discretion may terminate the Plan at any time. The Board of Directors shall have the right to alter or amend the Plan or any part thereof from time to time; provided, that no such change may be made which adversely affect the amount or terms and conditions of any awards made under the Plan to that date without the consent of such recipient; and provided, further, that any change which increases the aggregate number of shares of Stock underlying Restricted Stock Units which may be issued pursuant to the Plan shall comply with then-applicable law and New York Stock Exchange Policy. 4 SECTION XI. EFFECTIVENESS AND EXPIRATION OF THE PLAN If adopted by the Board of Directors and the Committee shall have been advised by legal counsel for the Company that in the opinion of such counsel all applicable requirements of law precedent to its becoming effective have been fully met, then the Plan shall become effective on October 3, 2000 or as soon thereafter as the aforesaid requirements have been met; provided, however that the four grants of Restricted Stock initially authorized by the Company on June 7, 1999, shall be deemed to have been grants of Restricted Stock Units made pursuant to the Plan. The Plan shall expire ten (10) years after the effective date of the Plan and all Restricted Stock Units not vested upon expiration of the Plan shall be forfeited. With respect to persons subject to Section 16 of the 1934 Act, transactions under the Plan are intended to comply with applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provisions of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee or by the Board of Directors. 5 IN WITNESS WHEREOF, this Restricted Stock Unit Plan has been executed by an authorized officer of InterTAN, Inc. this 3rd day of October, 2000. INTERTAN, INC. By: /s/ JEFFREY LOSCH ---------------------------------------------- Name: Jeffrey Losch ----------------------------------------- Title: Vice President, Secretary and Corporate --------------------------------------- Counsel ------- 6 EX-5.1 3 0003.txt OPINION OF THOMPSON & KNIGHT Exhibit 5.1 October 4, 2000 InterTAN, Inc. 3300 Highway #7, Suite 904 Concord, Ontario, Canada L4K 4M3 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for InterTAN, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of 200,000 shares of the Company's Common Stock, $1.00 par value per share (the "Shares"), for issuance under the InterTAN, Inc. Restricted Stock Unit Plan (the "Plan"). We have participated in the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement") covering the issuance and sale of Shares, filed with the Securities and Exchange Commission, relating to the registration of the Shares under the Securities Act. In connection with the foregoing, we have examined the originals or copies, certified or otherwise authenticated to our satisfaction, of the resolutions of the Company's Board of Directors establishing the Plan, the Registration Statement and such corporate records of the Company, certificates of officers of the Company, and other instruments and documents as we have deemed necessary to require as a basis for the opinion hereinafter expressed. As to various questions of fact material to such opinion, we have, where relevant facts were not independently established, relied upon statements of officers of the Company whom we believe to be responsible. Based upon the foregoing and in reliance thereon, we advise you that in our opinion the Shares, when issued and delivered in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Respectfully submitted, THOMPSON & KNIGHT L.L.P. By:/s/ ANN MARIE COWDREY ---------------------------- Ann Marie Cowdrey, Partner EX-23.1 4 0004.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 InterTAN, Inc. CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 14, 2000, which appears on page 50 of the 2000 Annual Report to Shareholders of InterTAN, Inc., which is incorporated by reference in InterTAN, Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30, 2000. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Toronto, Ontario September 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----