-----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, FILUblzjPWZ9sYXRlIABqkhKEGbdKb8HwpLVkaD29LgYyPHj2Ksg8CFcELKGWSm/ SbQhTMBrMAPRQlgfRAUeNw== 0000916641-99-000723.txt : 19990818 0000916641-99-000723.hdr.sgml : 19990818 ACCESSION NUMBER: 0000916641-99-000723 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990817 EFFECTIVENESS DATE: 19990817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEILIG MEYERS CO CENTRAL INDEX KEY: 0000046601 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 540558861 STATE OF INCORPORATION: VA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-81743 FILM NUMBER: 99694369 BUSINESS ADDRESS: STREET 1: 12560 W CREEK PKWY CITY: RICHMOND STATE: VA ZIP: 23238 BUSINESS PHONE: 8047847300 MAIL ADDRESS: STREET 1: 2235 STAPLES MILL RD CITY: RICHMOND STATE: VA ZIP: 23230 S-8 POS 1 HEILIG MEYERS COMPANY AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST __, 1999 ================================================================================ REGISTRATION NO. 333-81743 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 -------------- HEILIG-MEYERS COMPANY (Exact name of registrant as specified in its charter) Virginia 54-0558861 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 12560 West Creek Parkway, Richmond, Virginia 23238 (Address of principal executive offices) (Zip Code) HEILIG-MEYERS COMPANY DIRECTOR STOCK OWNERSHIP PLAN (Full title of the plan) Paige H. Wilson Senior Vice President, Treasurer and Secretary Heilig-Meyers Company 12560 West Creek Parkway Richmond, Virginia 23238 Telephone: (804) 784-7554 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
========================= ======================= ======================= ======================= ======================= Title of Proposed Maximum Proposed Maximum Securities to Amount to be Offering Aggregate Amount of be Registered Registered Price Per Share (1) Offering Price(1) Registration Fee - ------------------------------------------------------------------------------------------------------------------------- Common Stock, $ 2.00 600,000 $7.0625 $4,237,500 $1178.03 par value shares Rights to Purchase 600,000 (2) (2) (2) Preferred Stock, Series A, par value $10.00 - ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- ========================= ======================= ======================= ======================= =======================
(1) Estimated solely for the purpose of determining the registration fee and based, pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, on the average of the high and low per share sales price of the registrant's Common Stock as reported on the New York Stock Exchange on June 25, 1999. (2) The Rights to Purchase Preferred Stock will be attached to and trade with shares of the Common Stock of the Company. Value attributable to such rights, if any, will be reflected in the market price of the shares of Common Stock. No fee is required pursuant to Section 6(b) of the Securities Act of 1933 and 17 C.F.R. ss.230.236. REGISTRATION OF RIGHTS TO PURCHASE PREFERRED STOCK Heilig-Meyers Company, a Virginia corporation (the "Company"), hereby amends this Registration Statement on Form S-8, File No. 33-81743 (the "Registration Statement"), filed in connection with the Heilig-Meyers Company Director Stock Ownership Plan (the "Plan") to register 600,000 Rights to Purchase Preferred Stock, Series A, par value $10.00 per share. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS Exhibit Number Description - ------ ----------- 4.1 Registrant's Restated Articles of Incorporation, as amended, filed as Exhibit 3(a) to Registrant's Annual Report on Form 10-K for the fiscal year ended February 28, 1998 are incorporated herein by this reference. 4.2 Registrant's Amended and Restated Bylaws, as amended, effective as of June 16, 1999. * 5.1 Opinion of McGuire, Woods, Battle & Boothe LLP. 23.1 Consent of Deloitte & Touche LLP * 23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included as part of Exhibit 5.1). * 24.1 Power of Attorney (see signature page). * 99.1 Heilig-Meyers Company Director Stock Ownership Plan. * * Previously filed 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 amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on July 30, 1999. HEILIG-MEYERS COMPANY By: /s/ Roy B. Goodman July 30, 1999 ------------------------------ Roy B. Goodman Executive Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. /s/William C. DeRusha* July 30, 1999 - ---------------------------------- William C. DeRusha Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) /s/ Roy B. Goodman* July 30, 1999 - ---------------------------------- Roy B. Goodman Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ William J. Dieter* July 30, 1999 - ---------------------------------- William J. Dieter Senior Vice President, Accounting and Chief Accounting Officer (Principal Accounting Officer) /s/ Alexander Alexander* July 30, 1999 - ---------------------------------- Alexander Alexander Director /s/ Robert L. Burrus, Jr.* July 30, 1999 - ---------------------------------- Robert L. Burrus, Jr. Director /s/ Beverly E. Dalton* July 30, 1999 - ---------------------------------- Beverly E. Dalton Director /s/ Charles A. Davis* July 30, 1999 - ---------------------------------- Charles A. Davis Director /s/ Benjamin F. Edwards III * July 30, 1999 - ---------------------------------- Benjamin F. Edwards III Director /s/ Lawrence N. Smith* July 30, 1999 - ---------------------------------- Lawrence N. Smith Director /s/ Eugene P. Trani* July 30, 1999 - ---------------------------------- Eugene P. Trani Director /s/ L. Douglas Wilder* July 30, 1999 - ---------------------------------- L. Douglas Wilder Director * By: /s/ Roy B. Goodman ---------------------------- Roy B. Goodman Attorney-in-Fact EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 August 16, 1999 Heilig-Meyers Company 12560 West Creek Parkway Richmond, Virginia 23230 Ladies and Gentlemen: You propose to file as soon as possible with the Securities and Exchange Commission a registration statement on Form S-8 (the "Registration Statement") relating to the Heilig-Meyers Company Director Stock Ownership Plan (the "Plan"). The Registration Statement covers 600,000 shares of Common Stock of Heilig-Meyers Company, a Virginia Corporation (the "Company") which have been reserved for issuance under the Plan. The Registration Statement also covers 600,000 Rights to Purchase Preferred Stock, Series A, $10.00 par value, of the Company (the "Rights"), attached in equal number to the shares of Common Stock which may be issued under the Plan. In connection with this opinion, we have relied, among other things, upon our examination of such records of the Company and certificates of officers of the Company and of public officials as we have deemed appropriate. Based on the foregoing, we are of the opinion that the 600,000 shares of Common Stock which are authorized for issuance under the Plan, when issued in accordance with the terms and provisions of the Plan, will be duly authorized, legally issued, fully paid and nonassessable. We also reaffirm our opinion regarding the Rights given to the Company's Board of Directors as confirmed in our letter of February 10, 1998, a copy of which is attached hereto. We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ McGuire, Woods, Battle & Boothe LLP -----END PRIVACY-ENHANCED MESSAGE-----