-----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, PNxsCOKjeIPoWyIYgXE4TrUv6i8RDn82c/3r3+RcoMjXPhggqsql1SDD6z9OxNEE P37OnajxKA86rh+qOw9+Eg== /in/edgar/work/0000930661-00-002552/0000930661-00-002552.txt : 20001013 0000930661-00-002552.hdr.sgml : 20001013 ACCESSION NUMBER: 0000930661-00-002552 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001012 EFFECTIVENESS DATE: 20001012 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: 333-47846 FILM NUMBER: 739154 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 12, 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. Stock Award Incentive Program (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 share(1).................... 60,000 shares $11.44 $686,400 $182 ====================================================================================================================================
(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 October 11, 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 Exchanged 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 II-1 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 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: 23.1 Consent of PricewaterhouseCoopers, LLP, independent public accountants to incorporation of report by reference. 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: II-2 (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 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 - ----------------------------------------- Officer and Director Brian E. Levy (principal executive officer) /s/ James G. Gingerich Executive Vice President, September 28, 2000 - ----------------------------------------- Finance, Chief Financial James G. Gingerich Officer (principal financial officer) /s/ Douglas C. Saunders Vice President and - ----------------------------------------- Corporate Controller September 28, 2000 Douglas C. Saunders (principal accounting officer) /s/ Ron Stegall Chairman of the Board and - ----------------------------------------- Director September 30, 2000 Ron Stegall /s/ William C. Bousquette Director - ----------------------------------------- September 30, 2000 William C. Bousquette
II-4 /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 - -------------- ------- 23.1 Consent of PricewaterhouseCoopers, LLP, independent public accountants to incorporation of report by reference. 24.1 Power of Attorney (included on signature page of this Registration Statement). II-6 EX-23.1 2 0002.txt CONSENT OF PRICEWATERHOUSECOOPERS 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-----