-----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, H9H1oWXvz+/BNqHthF72J9K7f1TCEm0zE9NtxMFaOQU55f0wPPkn7vWh1K5MSh3n 1N/EC0i3APmDcz4BX4EzHA== 0000935703-97-000064.txt : 19971027 0000935703-97-000064.hdr.sgml : 19971027 ACCESSION NUMBER: 0000935703-97-000064 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971024 EFFECTIVENESS DATE: 19971024 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLLAR TREE STORES INC CENTRAL INDEX KEY: 0000935703 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 541387365 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-92816 FILM NUMBER: 97700688 BUSINESS ADDRESS: STREET 1: 2555 ELLSMERE AVE STREET 2: NORFOLK COMMERCE PARK CITY: NORFOLK STATE: VA ZIP: 23513 BUSINESS PHONE: 8048574600 MAIL ADDRESS: STREET 1: P O BOX 2500 CITY: NORFOLK STATE: VA ZIP: 23501-2500 S-8 POS 1 DOLLAR TREE - STOCK OPTION PLAN (10/97) As filed with the Securities and Exchange Commission on October 24, 1997 Amendment to Registration No. 33-92816 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 ---------------------------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- DOLLAR TREE STORES, INC. (Exact name of registrant as specified in its charter) VIRGINIA 54-1387365 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2555 ELLSMERE AVENUE NORFOLK COMMERCE PARK NORFOLK, VIRGINIA 23513 (757) 857-4600 (Address and telephone number of registrant's principal executive offices) DOLLAR TREE STORES, INC. AMENDED AND RESTATED STOCK OPTION PLAN (Full title of the plan) H. RAY COMPTON with a copy to: DOLLAR TREE STORES, INC. WILLIAM A. OLD, JR. NORFOLK COMMERCE PARK HOFHEIMER, NUSBAUM, MCPHAUL & SAMUELS, 2555 ELLSMERE AVENUE A PROFESSIONAL CORPORATION NORFOLK, VIRGINIA 23513 999 WATERSIDE DRIVE, SUITE 1700 (757) 857-4600 NORFOLK, VIRGINIA 23510 (Name, address and telephone number (757) 622-3366 of agent for service) CALCULATION OF REGISTRATION FEE Title of Proposed Proposed securities Amount maximum maximum Amount of to be to be offering price aggregate registration registered registered(1) per share offering price fee - -------------------------------------------------------------------------------- Common Stock 916,082 N/A N/A $ 616.19 (3) (par value $.01) shares (2) - -------------------------------------------------------------------------------- (1) Also includes such indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions pursuant to the Plan. (2) Includes 410,790 shares previously registered on Registration No. 33-92816. This Registration Statement is hereby amended pursuant to Rule 416 to adjust the number of shares of Common Stock for (i) the three-for-two stock split payable as of April 19, 1996 to stockholders of record at the close of business on April 5, 1996 and (ii) the three-for-two stock split payable as of July 21, 1997 to stockholders of record at the close of business on July 14, 1997. (3) Previously paid. =============================================================================== This Post-Effective Amendment No. 1 to the Registration Statement includes a Total of 7 Pages. Exhibit Index on Page 7. 1 EXPLANATORY NOTE Dollar Tree Stores, Inc. (the "Company") hereby files with the Securities and Exchange Commission (the "Commission") this Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-8 to register additional shares of Common Stock, $.01 par value, offered or to be offered to participants under the Dollar Tree Stores, Inc. Amended and Restated Stock Option Plan (the "Plan") from time to time at prices determined in accordance with the Plan. The additional shares of Common Stock being registered reflect anti-dilution provisions of the Plan which increase the number of shares of Common Stock offered or to be offered to participants upon (i) the three-for-two stock split payable as of April 19, 1996 to stockholders of record at the close of business on April 5, 1996 and (ii) the three-for-two stock split payable as of July 21, 1997 to stockholders of record at the close of business on July 14, 1997. As amended, this Registration Statement also covers such indeterminate number of additional shares which may be offered and issued pursuant to the Plan to prevent dilution resulting from future stock splits, stock dividends or similar transactions. The contents of the Company's Registration Statement on Form S-8, Registration No. 33-92816, is incorporated herein by reference. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The following documents listed under this Part I and the documents incorporated by reference under Item 3 of Part II to this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are incorporated herein by reference. ITEM 1. PLAN INFORMATION The information required to be provided to participants pursuant to this Item is set forth in the Prospectus for the Dollar Tree Stores, Inc. Amended and Restated Stock Option Plan, together with the Dollar Tree Stores, Inc. Amended and Restated Stock Option Plan, as amended, attached to the Prospectus. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The written statement required to be provided to participants pursuant to this Item is set forth in the Prospectus referenced in Item 1 above. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934 (the "1934 Act"), (Commission 1934 Act File No. 0-25464) are incorporated by reference herein: (1) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. (2) The Registrant's Quarterly Report on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997. (3) The Registrant's Current Report on Form 8-K dated June 4, 1997. (4) All documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold. (5) The description of the Registrant's Common Stock contained in the Registrant's 1934 Act registration statement on Form 8-A dated March 6, 1995, filed with the Commission pursuant to Section 12 of the 1934 Act, including any amendment thereto or report filed for the purpose of updating such description. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable, see Item 3(3) above. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The information required by this item is hereby incorporated herein by this reference to the Company's Registration Statement on Form S-1 (Registration No. 33-88502), as amended, initially filed with the Commission on January 13, 1995. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. 3 ITEM 8. EXHIBITS NUMBER DESCRIPTION *4.1 Third Restated Articles of Incorporation, as amended (See to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1996, which is incorporated herein by this reference). *4.2 Second Restated Bylaws (See Exhibit 3.2 to the Company's Registration Statement on Form S-1 (Registration No. 33- 88502), as amended (the "1995 Registration Statement"), initially filed with the Commission on January 13, 1995, which is incorporated herein by this reference). *4.3 Form of Common Stock Certificate (See Exhibit 4.5 to the 1995 Registration Statement, which is incorporated herein by this reference). *4.4 Dollar Tree Stores, Inc. Amended and Restated Stock Option Plan with First Amendment thereto (See Exhibit 10.19 to the 1995 Registration Statement, which is incorporated herein by this reference). *4.5 Second Amendment to the Plan (See Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 1995, which is incorporated herein by this reference). *4.6 Third Amendment to the Plan (See Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter June 30, 1995, which is incorporated herein by this reference). *4.7 Fourth Amendment to the Plan (see Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996, which is incorporated herein by this reference). **5.1 Opinion of Hofheimer, Nusbaum, McPhaul & Samuels, P.C. regarding legality of shares being issued (filed herewith) **23.1 Consent of Independent Auditors (filed herewith). **23.2 Consent of Counsel (See Exhibit 5.1). *24.1 Power of Attorney (See Exhibit 24.1 of the Company's Registration Statement on Form S-8 filed with the Commission on May 30, 1995 (Reg. No. 33-92816) which is incorporated herein by this reference.) - ----------------- * Previously filed as an exhibit to the referenced filing, which is herein incorporated by reference. ** Filed herewith 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 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 and 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 20 percent change in the maximum aggregate offering price set forth in the "Calculation of 4 Registration Fee" table in this 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 (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement; (2) That for the purpose of determining any liability under the 1933 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; and (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 (and where applicable, each filing of the Plan's annual report pursuant to 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 1933 Act may be permitted to directors, officers or 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 1933 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 1933 Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norfolk, Commonwealth of Virginia, on the 22nd day of October, 1997. DOLLAR TREE STORES, INC. By _____/s/ H. Ray Compton____________ H. Ray Compton Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date * Chairman of the Board; Director October 22, 1997 - ---------------------------- J. Douglas Perry * President and Chief Executive October 22, 1997 - ---------------------------- Officer; Director (principal Macon F. Brock, Jr. executive officer) /s/ H. Ray Compton - ---------------------------- Executive Vice President and October 22, 1997 H. Ray Compton Chief Financial Officer; Director (principal financial and accounting officer) * Vice Chairman; Director October 22, 1997 - ---------------------------- John F. Megrue * Director October 22, 1997 - ---------------------------- Allan W. Karp * Director October 22, 1997 - ---------------------------- Thomas A. Saunders, III ____________________________ Director October 22, 1997 Alan L. Wurtzel ____________________________ Director October 22, 1997 Frank Doczi * By: /s/ H. Ray Compton ----------------------------- H. Ray Compton Attorney-In-Fact 6 INDEX TO EXHIBITS NUMBER DESCRIPTION *4.1 Third Restated Articles of Incorporation, as amended (See to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1996, which is incorporated herein by this reference). *4.2 Second Restated Bylaws (See Exhibit 3.2 to the Company's Registration Statement on Form S-1 (Registration No. 33- 88502), as amended (the "1995 Registration Statement"), initially filed with the Commission on January 13, 1995, which is incorporated herein by this reference). *4.3 Form of Common Stock Certificate (See Exhibit 4.5 to the 1995 Registration Statement, which is incorporated herein by this reference). *4.4 Dollar Tree Stores, Inc. Amended and Restated Stock Option Plan with First Amendment thereto (See Exhibit 10.19 to the 1995 Registration Statement, which is incorporated herein by this reference). *4.5 Second Amendment to the Plan (See Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 1995, which is incorporated herein by this reference). *4.6 Third Amendment to the Plan (See Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter June 30, 1995, which is incorporated herein by this reference). *4.7 Fourth Amendment to the Plan (see Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996, which is incorporated herein by this reference). **5.1 Opinion of Hofheimer, Nusbaum, McPhaul & Samuels, P.C. regarding legality of shares being issued (filed herewith) **23.1 Consent of Independent Auditors (filed herewith). **23.2 Consent of Counsel (See Exhibit 5.1). *24.1 Power of Attorney (See Exhibit 24.1 of the Company's Registration Statement on Form S-8 filed with the Commission on May 30, 1995 (Reg. No. 33-92816) which is incorporated herein by this reference.) - ----------------- * Previously filed as an exhibit to the referenced filing, which is herein incorporated by reference. ** Filed herewith 7 EX-5 2 EXHIBIT 5.1-OPINION OF LEGAL COUNSEL October 24, 1997 Dollar Tree Stores, Inc. 2555 Ellsmere Avenue Norfolk, VA 23513 RE: Dollar Tree Stores, Inc. Amended and Restated Stock Option Plan Form S-8 under the Securities Act of 1933, as amended Ladies and Gentlemen: We have acted as counsel to Dollar Tree Stores, Inc. (the "Company") in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Act") of 916,082 shares of Common Stock of Dollar Tree Stores, Inc., a Virginia corporation (the "Shares") issuable under the Dollar Tree Stores, Inc. Amended and Restated Stock Option Plan (the "Plan") under a Registration Statement on Form S-8 (the "Registration Statement") expected to be filed with the Securities and Exchange Commission on October 24, 1997. We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion and, based thereon, we are of the opinion that, when the Shares have been registered under the Act, when the Company has completed the actions being taken in order to permit issuance of the Shares in accordance with the securities laws of the various states where required, and when the Company receives consideration for the Shares in accordance with the provisions of the Plan and the Shares have been issued by the Company as provided under the Plan, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission promulgated under the Act. Very truly yours, /s/ Hofheimer, Nusbaum, McPhaul and Samuels, a Professional Corporation EX-23 3 EXHIBIT 23.1 - CONSENT OF INDEPENDENT AUDITORS INDEPENDENT AUDITORS' CONSENT The Board of Directors Dollar Tree Stores, Inc.: We consent to incorporation by reference in the registration statement (No. 33-92816) on Form S-8 of Dollar Tree Stores, Inc. of our report dated January 21, 1997, relating to the consolidated balance sheets of Dollar Tree Stores, Inc. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated income statements, and statements of shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996, annual report on Form 10-K of Dollar Tree Stores, Inc. /s/ KPMG Peat Marwick LLP - ---------------------------------- Norfolk, Virginia October 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----