-----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, JhJ26D/AB0WzLUY+GLcWbT6oONngNdUzpPbxaYxl36+nhGwaiJUELtFkCqwupu+4 z+htL9BLOfHMId5KTTcF4Q== 0000897069-99-000312.txt : 19990518 0000897069-99-000312.hdr.sgml : 19990518 ACCESSION NUMBER: 0000897069-99-000312 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990517 EFFECTIVENESS DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHULTZ SAV O STORES INC CENTRAL INDEX KEY: 0000087588 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 390600405 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-78617 FILM NUMBER: 99627303 BUSINESS ADDRESS: STREET 1: 2215 UNION AVE CITY: SHEBOYGAN STATE: WI ZIP: 53081 BUSINESS PHONE: 4144574433 MAIL ADDRESS: STREET 1: 2215 UNION AVE CITY: SHEBOYGAN STATE: WI ZIP: 53081 S-8 1 SCHULTZ SAV-O STORES, INC. FORM S-8 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ Schultz Sav-O Stores, Inc. (Exact name of registrant as specified in its charter) Wisconsin 39-0600405 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2215 Union Avenue Sheboygan, Wisconsin 53081 (Address of principal executive offices) (Zip Code) Schultz Sav-O Stores, Inc. 1995 Equity Incentive Plan (Full title of the plan) James H. Dickelman Copy to: Schultz Sav-O Stores, Inc. 2215 Union Avenue Steven R. Barth Sheboygan, Wisconsin 53081 Foley & Lardner (920) 457-4433 777 East Wisconsin Avenue (Name, address and telephone number, including area Milwaukee, Wisconsin 53202 code, of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of Amount Proposed Maximum Proposed Maximum Amount of Securities to be to be Offering Price Aggregate Offering Registration Registered Registered Per Share Price Fee - -------------------------------------------------------------------------------- Common Stock, 500,000 $16.125 (1) $8,062,500 (1) $2,241.00 $.10 par value shares (2) - -------------------------------------------------------------------------------- (1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices for Schultz Sav-O Stores, Inc. Common Stock as reported on the Nasdaq National Market on May 10, 1999. (2) This Registration Statement registers an additional 500,000 shares under the Registrant's 1995 Equity Incentive Plan, under which 750,000 shares have already been registered (SEC File No. 33-59503). --------------------------------- In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Registrant's 1995 Equity Incentive Plan. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to the same employee benefit plan is already effective. Pursuant to General Instruction E of this Form, the Registrant incorporates by reference into this Registration Statement the contents of the Registration Statement on Form S-8 (Reg. No. 33-59503) as filed with the Commission on May 22, 1995, including exhibits thereto. 2 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 Sheboygan, Wisconsin on this 12th day of May, 1999. SCHULTZ SAV-O STORES. INC. /s/ James H. Dickelman ------------------------------ James H. Dickelman, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Schultz Sav-O Stores, Inc. hereby severally constitute and appoint James H. Dickelman, John H. Dahly and Steven R. Barth, and each of them singly, our tue and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may 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: SIGNATURE TITLE DATE --------- ----- ---- /s/ James H. Dickelman Chairman of the Board, President, May 12, 1999 - -------------------------- Chief Executive Officer and James H. Dickelman Director (Principal Executive Officer) /s/ John H. Dahly Executive Vice President, Chief May 12, 1999 - -------------------------- Financial Officer and Director John H. Dahly (Principal Financial Officer) /s/ Armand C. Go Treasurer and Chief Accounting May 12, 1999 - -------------------------- Officer Armand C. Go (Principal Accounting Officer) /s/ Steven R. Barth Director May 12, 1999 - -------------------------- Steven R. Barth /s/ Martin Crneckiy, Jr. Director May 12, 1999 - -------------------------- Martin Crneckiy, Jr. /s/ R. Bruce Grover Director May 12, 1999 - -------------------------- R. Bruce Grover /s/ Michael Houser Director May 12, 1999 - -------------------------- Michael Houser /s/ William K. Jacobson Director May 12, 1999 - -------------------------- William K. Jacobson 3 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 4.1 Restated Articles of Incorporation, as amended. Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988. 4.2 By-laws, as amended and restated. Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. 5 Opinion of Foley & Lardner. 23.1 Consent of Arthur Andersen LLP, independent public Accountants. 23.2 Consent of Foley & Lardner (contained in opinion of Foley & Lardner filed as Exhibit 5). 24 Power of Attorney (set forth on the signature page to this Registration Statement). 4 EX-5 2 FOLEY & LARDNER OPINION Exhibit 5 FOLEY & LARDNER CHICAGO FIRSTAR CENTER SACRAMENTO DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE MADISON FACSIMILE (414) 297-4900 TAMPA MILWAUKEE WASHINGTON, D.C. ORLANDO WEST PALM BEACH WRITER'S DIRECT LINE (414) 271-2400 CLIENT/MATTER NUMBER 073730-0101 May 12, 1999 Schultz Sav-O Stores, Inc. 2215 Union Avenue Sheboygan, Wisconsin 43081 Ladies and Gentlemen: We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by Schultz Sav-O Stores, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or about the date hereof. The Registration Statement relates to 500,000 shares of the Company's Common Stock, $0.01 par value (the "Shares") offered pursuant to the provisions of the Company's 1995 Equity Incentive Plan (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with authorization, issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that, when issued in accordance with the terms of the Plan and the options or other rights granted thereunder, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as a part of the Registration Statement. Yours truly, /s/ Foley & Lardner FOLEY & LARDNER EX-23.1 3 CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports, dated February 5, 1999, included in Schultz Sav-O Stores, Inc. Form 10-K for the year ended January 2, 1999, and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Milwaukee, Wisconsin May 13, 1999 -----END PRIVACY-ENHANCED MESSAGE-----