-----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, CYlyiWXZGHHIVrY3Yo4FymdL9mf5ZSlyNWOHvBYoXsov6GnC7AN2f2B3meKwrlvF yLJfpwN6/1Ldr7FM3CCZ5g== 0000864760-98-000012.txt : 19980615 0000864760-98-000012.hdr.sgml : 19980615 ACCESSION NUMBER: 0000864760-98-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980612 EFFECTIVENESS DATE: 19980612 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAMIDA HOLDINGS CORP/DE/ CENTRAL INDEX KEY: 0000864760 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 470696125 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56669 FILM NUMBER: 98646890 BUSINESS ADDRESS: STREET 1: 8800 F STREET CITY: OMAHA STATE: NE ZIP: 68127 BUSINESS PHONE: 4023392400 MAIL ADDRESS: STREET 1: P O BOX 3856 CITY: OMAHA STATE: NE ZIP: 68103-0856 S-8 1 Registration No. 333-_______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAMIDA HOLDINGS CORPORATION --------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 47-0696125 ---------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8800 "F" Street, Omaha, Nebraska 68127 ------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Pamida Holdings Corporation 1998 Stock Incentive Plan ----------------------------------- (Full title of the plan) George R. Mihalko, Senior Vice President and Chief Financial Officer Pamida Holdings Corporation 8800 "F" Street, Omaha, Nebraska 68127 -------------------------------------------------------------------------- (Name and address of agent for service) (402)339-2400 ----------------------------------------------------------------- (Telephone number, including area code, of agent for service) Copy to: Howard J. Kaslow 8712 West Dodge Road, Suite 300 Omaha, NE 68114-3419
CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate offering Amount of to be registered registered per share price registration fee - ------------------- -------------- ---------------- ------------------ ---------------- Common Stock, 500,000 shares $ 6.625(1) $ 3,312,500(2) $ 977.19 par value $.01 per share
(1) Estimated solely for purposes of calculating the registration fee. The price is based upon the average of the high and low prices of Pamida Holdings Corporation Common Stock on the American Stock Exchange on June June 9, 1998. (2) The aggregate offering price is based upon the proposed maximum offering price per share for the shares being registered. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed in (a) through (c) below are incorporated by reference in this registration statement; and all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 part thereof from the date of filing of such documents. (a) The registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act. (b) All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above. (c) The description of the class of securities being offered contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware permits indemnification by a corporation of certain officers, directors, employees, and agents. Consistent therewith, the registrant's By-Laws require the registrant to indemnify each of its directors and officers against all expenses, liability, and loss (including but not limited to attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred in connection with an action, suit, proceeding, or investigation to which such director or officer was, is, or is threatened to be made a party by reason of the fact that such person is or was an agent of the registrant. For purposes of the foregoing provision, an "agent" of the registrant includes any person (i) who is or was a director or officer of the registrant or (ii) who is or was serving at the request of the registrant as a director, officer, employee, trustee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including employee benefit plans. The registrant also may, in the discretion of its board of directors, similarly indemnify any other employee or agent (other than a director or officer); for purposes of this provision, an "employee" or "agent" of the registrant (other than a director or officer) includes any person (i) who is or was an employee or agent of the registrant or (ii) who is or was serving at the request of the registrant as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such indemnification provisions are subject to the requirements and limitations of Section 145 of the General Corporation Law of the State of Delaware. The registrant maintains directors and officers liability insurance for the benefit of its directors and officers. The registrant has entered into separate indemnification agreements with each of its directors, certain of whom are executive officers of the registrant, pursuant to which the registrant has agreed, among other things, and subject to certain limitations and exceptions (i) to indemnify such persons to the fullest extent permitted by law against any claims and expenses incurred in connection therewith arising out of any event or occurrence relating to their status as director, officer, employee, agent, or fiduciary of the registrant or of any other entity as to which they served at the request of the registrant or by reason of anything done or not done while serving in such capacity and (ii) to advance any such expenses within two days after a request for such advance is received by the registrant. 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 (the "Act"); (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; (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 (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 Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. 2. That, for the purpose of determining any liability under the Act, 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 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. (c) Insofar as indemnification for liabilities arising under the Act 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 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 THE CITY OF OMAHA, STATE OF NEBRASKA, ON JUNE 10, 1998. PAMIDA HOLDINGS CORPORATION By: /s/ Steven S. Fishman Steven S. Fishman, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY We, the undersigned officers and directors of Pamida Holdings Corporation, hereby severally and individually constitute and appoint Steven S. Fishman, Frank A. Washburn, and George R. Mihalko, and each of them individually, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8, and all instruments necessary or advisable in connection therewith, and to file the same with the Securities and Exchange Commission, each of such attorneys and agents to have power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by such attorneys and agents and each of them individually to any and all such amendments and other instruments. 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. Name Title Date /s/ Steven S. Fishman Steven S. Fishman Chairman of the Board, President, June 10, 1998 Chief Executive Officer and Director (Principal Executive Officer) /s/ Frank A. Washburn Frank A. Washburn Executive Vice President June 10, 1998 and Director /s/ George R. Mihalko George R. Mihalko Senior Vice President and Chief June 10, 1998 Financial Officer /s/ Todd D. Weyhrich Todd D. Weyhrich Vice President, Controller and June 10, 1998 Principal Accounting Officer L. David Callaway III Director _______, 1998 /s/ Stuyvesant P. Comfort Stuyvesant P. Comfort Director June 10, 1998 /s/ M. Saleem Muqaddam M. Saleem Muqaddam Director June 10, 1998 /s/ Peter J. Sodini Peter J. Sodini Director June 10, 1998 PAMIDA HOLDINGS CORPORATION EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT Exhibit No. Description ----------- ----------------------------------- 5 Opinion of Legal Counsel 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Coopers & Lybrand L.L.P. EX-5 2 ABRAHAMS, KASLOW & CASSMAN 8712 West Dodge Road, Suite 300 Omaha, Nebraska 68114 (402) 392-1250 June 10, 1998 Pamida Holdings Corporation 8800 "F" Street Omaha, Nebraska 68127 RE: Pamida Holdings Corporation (the "Company") 1998 Stock Incentive Plan Gentlemen: We have acted as your counsel in connection with the registration, on a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 500,000 shares of the Company's Common Stock, $.01 par value per share (the "Stock"), to be issued by the Company pursuant to the Company's 1998 Stock Incentive Plan (the "Plan"). We have reviewed the Registration Statement, the certificate of incorporation and by-laws of the Company, corporate proceedings of the Board of Directors and stockholders of the Company relating to the issuance of such shares of Stock, and such other documents, corporate records, and matters of law as we have deemed necessary to the rendering of the opinions expressed below. Based upon the foregoing, we are of the opinion that the 500,000 shares of Stock to be issued by the Company pursuant to the Plan are duly authorized and, when issued and paid for in the manner contemplated in the Plan, will be legally issued, fully paid, and non-assessable shares of Common Stock of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, ABRAHAMS, KASLOW & CASSMAN By: /s/ Howard J. Kaslow HJK:clm EX-23.1 3 INDEPENDENT AUDITORS' CONSENT We consent to this incorporation by reference in this Registration Statement of Pamida Holdings Corporation on Form S-8 relating to the Pamida Holdings Corporation 1998 Stock Incentive Plan of our reports dated March 5, 1998 appearing in the Annual Report on Form 10-K of Pamida Holdings Corporation for the fiscal year ended February 1, 1998. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Omaha, Nebraska June 2, 1998 EX-23.2 4 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Pamida Holdings Corporation on Form S-8 relating to the Pamida Holdings Corporation 1998 Stock Incentive Plan of our report dated March 26, 1996, on our audit of the fiscal 1996 consolidated financial statements and financial statement schedule of Pamida Holdings Corporation and Subsidiary for the year ended January 28, 1996, which report is included in the Annual Report of Pamida Holdings Corporation on Form 10-K for the fiscal year ended February 1, 1998. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Chicago, Illinois June 2, 1998 -----END PRIVACY-ENHANCED MESSAGE-----