S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on October 5, 1999
As filed with the Securities and Exchange Commission on October 5, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
WAL-MART STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 71-0415188
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
702 S.W. 8th Street
Bentonville, Arkansas 72716
(501) 273-4000
(Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Principal Executive Offices)
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THE ASDA COLLEAGUE SHARE OWNERSHIP PLAN 1999 /1/
(Full Title of Plan)
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Allison D. Garrett Copy to:
Assistant General Counsel Dudley W. Murrey
Wal-Mart Stores, Inc. Hughes & Luce, L.L.P.
702 S.W. 8th Street 1717 Main Street, Suite 2800
Bentonville, Arkansas 72716 Dallas, Texas 75201
(501) 273-4000 (214) 939-5500
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
(1) Asda Group PLC, the direct sponsor of the plan, is a subsidiary of the
Registrant.
(2) This registration statement also covers an indeterminate additional amount
of shares of Common Stock to be offered or sold pursuant to any
antidilution provisions of the plans listed above.
(3) The offer and sale of the shares of the Registrant's Common Stock
registered hereby were previously registered pursuant to the Registrant's
Registration Statement on Form S-8 (File No. 333-84027) as filed and
effective on July 29, 1999 (the "Prior Registration Statement") in
connection with options to purchase shares of the Common Stock to be
granted under The ASDA Colleague Share Ownership Plan. To comply with
certain legal requirements, the ASDA Colleague Share Ownership Plan 1999
has been created and options to purchase the Common Stock will be granted
under that plan rather than under the ASDA Colleague Share Ownership Plan.
The offer and sale of the shares of Common Stock registered hereby are
being registered and the registration fee for those shares paid as part of
the registration fee paid with respect to the Prior Registration Statement
is carried over to this Registration Statement in accordance with the
principles set forth in Instruction E to Form S-8 and Interpretation 89
under Section G. "Securities Act Forms" of the Manual of Publicly Available
Telephone Interpretations of the Division of Corporation Finance of the
Securities and Exchange Commission (July 1997). The Proposed Maximum Offer
Price Per Share shown is the proposed maximum offer price per share that
was estimated and used in calculating the portion of the registration fee
carried over from the Prior Registration Statement. That price per share
was estimated solely for the purpose of calculating the registration fee
being carried over on the basis of the average of the high and low price
paid per share of Common Stock, as reported on the New York Stock Exchange
on July 23, 1999, in accordance with Rule 457(h) promulgated under the
Securities Act of 1933, as amended.
Statement Regarding Compliance with Instruction E of Form S-8
The Registrant, Wal-Mart Stores, Inc., a Delaware corporation (the
"Registrant"), has filed this Registration Statement on Form S-8 (this
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") to register the offer and sale of 1,138,516 shares of the
Registrant's Common Stock, $.10 par value (the "Shares"), pursuant to options to
purchase shares of the Common Stock granted pursuant to The ASDA Colleague Share
Ownership Plan 1999 (the "Plan"). Contemporaneously with the filing of this
Registration Statement, the Registrant is filing with the Commission Post-
Effective Amendment No. 1 to its Registration Statement on Form S-8 (File No.
333-84027) (the "Prior Registration Statement") pursuant to which the Registrant
registered, among other offers and sales of shares of the Common Stock, the
offer and sale of 1,138,516 shares of the Common Stock pursuant to options to
purchase shares of the Common Stock that were granted pursuant to The ASDA
Colleague Share Ownership Plan (the "Pre-1999 Plan"), which is the predecessor
to the Plan. The Pre-1999 Plan and the Plan are sponsored by ASDA Group PLC, a
subsidiary of the Registrant (the "Subsidiary").
Subsequent to the filing and effectiveness of the Prior Registration
Statement, regulatory authorities having jurisdiction over the Pre-1999 Plan
required the Registrant and its Subsidiary to adopt the Plan, rather than
amending the Pre-1999 Plan, in order for the options and the shares of the
Common Stock issued upon the exercise of those options to comply with certain
requirements under relevant laws and in order to obtain the desired treatment
under those laws for the options and the shares of the Common Stock issued on
exercise thereof. The Registrant desires to have the Shares be those shares of
the Common Stock whose offer and sale under options granted under the Plan are
registered under the New Registration Statement. The substantive provisions of
the Plan will not differ from the substantive provisions of the Pre-1999 Plan as
they were to be amended in contemplation of the grant under the Pre-1999 Plan of
options to purchase shares of the Common Stock.
Consequently, in accordance with the principles set forth in Interpretation
89 under Section G. "Securities Act Forms" of the Manual of Publicly Available
Telephone Interpretations of the Division of Corporation Finance of the
Securities and Exchange Commission (July 1997) and Instruction E to the
Commission's Form S-8, (1) the Registrant is registering the offer and sale of
the Shares under the Plan pursuant to this Registration Statement, (2) the
registration fee of $14,223.05 allocable to the Shares, which the Registrant
paid in connection with registration of the Shares pursuant to the Prior
Registration Statement, is carried over in this Registration Statement and (3)
the Prior Registration Statement is being amended on a post-effective basis to
discuss the change from the Pre-1999 Plans to the Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Prior Registration Statement heretofore filed with the Commission by
the Registrant is incorporated by reference in this Registration Statement. In
addition, the following documents heretofore filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999 (the "Annual Report"), which contains the Registrant's audited
financial statements for the Registrant's last completed fiscal year.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1999.
(c) The description of the Common Stock, $.10 par value per share (the
"Common Stock"), contained in the Registrant's Registration Statement on Form 8-
A, filed with the Commission on October 26, 1971, including any amendment or
report filed for the purpose of updating such description.
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(d) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Annual Report.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares 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 (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Item 8. Exhibits.
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*5(a) Opinion of Hughes & Luce, L.L.P.
*8(a) Opinion of Slaughter and May
*23(a) Consent of Ernst & Young LLP
*23(b) Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5(a)
hereto).
*23(c) Consent of Slaughter and May (contained in Exhibit 8(a) hereto).
*24(a) Power of Attorney (contained on Page II-5.)
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* Filed herewith
Item 9. Undertakings.
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(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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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 the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
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(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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 by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification by the Registrant 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
Securities Act and will be governed by the final adjudication of such issue.
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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 Bentonville, State of Arkansas, on October 5, 1999.
WAL-MART STORES, INC.
By: /s/ David D. Glass
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David D. Glass
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Wal-Mart Stores, Inc., hereby
severally constitute and appoint S. Robson Walton, David D. Glass and James A.
Walker, Jr. and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for each of us in our name,
place and stead, in any and all capacities, to sign Wal-Mart Stores, Inc.'s
Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully 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 by the following persons in the capacities and on the
dates indicated.
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INDEX TO EXHIBITS FILED WITH
REGISTRATION STATEMENT ON FORM S-8 OF
WAL-MART STORES, INC.
5(a) Opinion of Hughes & Luce, L.L.P.
8(a) Opinion of Slaughter and May
23(a) Consent of Ernst & Young LLP
23(b) Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5(a)
hereto).
23(c) Consent of Slaughter and May (contained in Exhibit 8(a) hereto).
24(a) Power of Attorney (contained on Page II-5 of the Registration
Statement.)