-----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, Ht3q3H48VvjNAWf94VQeTLp+Yrnq8BMX/Psv7x1CfJmAcUNL0b+KHoyp5DIVNQFS Nf3ZgX6Rt58Gz8lvO2gbaQ== 0000928585-96-000001.txt : 19960206 0000928585-96-000001.hdr.sgml : 19960206 ACCESSION NUMBER: 0000928585-96-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960205 EFFECTIVENESS DATE: 19960224 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROFFITTS INC CENTRAL INDEX KEY: 0000812900 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 620331040 STATE OF INCORPORATION: TN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00695 FILM NUMBER: 96511201 BUSINESS ADDRESS: STREET 1: 115 NORTH CALDERWOOD CITY: ALCOA STATE: TN ZIP: 37701 BUSINESS PHONE: 6159837000 MAIL ADDRESS: STREET 1: P.O. BOX 9388 CITY: ALCOA STATE: TN ZIP: 37701 S-8 1 As filed with the Securities and Exchange Commission on February 5, 1996 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 PROFFITT'S, INC. (Exact name of registrant as specified in its charter) Tennessee 62-0331040 (State of Incorporation) (I.R.S. Employer Identification No.) P.O. Box 9388 Alcoa, Tennessee 37701 (Address of principal executive offices) PROFFITT'S, INC. 1994 LONG-TERM INCENTIVE PLAN (Full Title of the Plan) R. BRAD MARTIN Chairman and Chief Executive Officer Proffitt's, Inc. P.O. Box 9388 Alcoa, Tennessee 37701 (423) 983-7000 (Name, address and telephone number of agent for service) (with copies to:) MATTHEW S. HEITER, ESQ. BRIAN J. MARTIN, ESQ. Waring Cox Proffitt's, Inc. 50 N. Front Street 3455 Highway 80 West Suite 1300 Jackson, MS 39209 Memphis, Tennessee 38103 CALCULATION OF REGISTRATION FEE Title of Securities Amount Proposed Maximum Proposed Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered (1) Per Share (2) Offering Price Fee Options and Shares, Common Stock, $0.10 par value 1,711,000 shares $21.94 $37,539,340 $12,944.60 (1) The Registrant registered 1,200,000 shares on a Form S-8 filed with the Securities and Exchange Commission on June 23, 1994, Commission File No. 33-80602. On October 20, 1995, the Registrant's Board of Directors approved an increase from 1,200,000 to 2,911,000 shares issuable pursuant to options granted under the Plan. The Registrant is registering the additional 1,711,000 shares reserved for issuance under the Plan pursuant to this Registration Statement. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the average of the high and low prices of the Common Stock on the NASDAQ National Market System on January 31, 1996. PART II INCORPORATION OF REGISTRATION STATEMENT BY REFERENCE The contents of the Registrant's Registration Statement on Form S-8, Commission File No. 33-80602, are incorporated herein by reference. Item 8. EXHIBITS Exhibit Number Description 5 Opinion and Consent of Waring Cox, PLC 24.1 Consent of Waring Cox, PLC (contained in Exhibit 5) 24.2 Consent of Coopers & Lybrand L.L.P. 25 Powers of Attorney (included on the Signature pages) 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 Knoxville, State of Tennessee, on the 31st day of January, 1996. PROFFITT'S, INC. By: /s/ Julia A. Bentley Julia A. Bentley, Senior Vice President and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned Officers and Directors of Proffitt's, Inc., a Tennessee corporation, hereby constitute and appoint R. Brad Martin, James E. Glasscock and Julia A. Bentley and each of them, the true and lawful agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned, in their respective names as Officers and Directors of the Corporation, one or more Registration Statements on Form S-8 (or other appropriate form) to be filed with the Securities and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as amended, and any amendment or supplement to such Registration Statement, relating to the 1994 Long-Term Incentive Plan; hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact, or any one or more of them, as herein authorized. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on January 31, 1996 by the following persons in the capacities indicated. Signature Title /s/ R. Brad Martin Chairman of the Board and R. Brad Martin Chief Executive Officer /s/ James A. Coggin President James A. Coggin /s/ James E. Glasscock Executive Vice President, James E. Glasscock Chief Financial Officer and Treasurer /s/ Bernard E. Bernstein Director Bernard E. Bernstein /s/ Edmond D. Cicala Director Edmond D. Cicala /s/ Ronald de Waal Director Ronald de Waal /s/ Michael A. Gross Director Michael A. Gross /s/ Richard D. McRae Director Richard D. McRae /s/ C. Warren Neel Director C. Warren Neel /s/ Harwell W. Proffitt Director Harwell W. Proffitt /s/ Gerald Tsai, Jr. Director Gerald Tsai, Jr. EX-5 2 WARING COX, PLC 50 North Front Street Suite 1300 Memphis, Tennessee 38103 February 5, 1996 Proffitt's, Inc. 115 North Calderwood Alcoa, Tennessee 37703 Gentlemen: We have acted as counsel to Proffitt's, Inc., a Tennessee corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement"), pursuant to the Securities Act of 1933, as amended, relating to the Company's 1994 Long-Term Incentive Plan (the "Plan"). This opinion is being furnished in response to Item 601 of Regulation S-K and the instructions to Form S-8. We are familiar with the proceedings to date with respect to the proposed offering and have examined such records, documents and matters of law and satisfied ourselves as to such matters of fact as we have considered relevant for purposes of this opinion. On the basis of the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized and existing under the laws of the State of Tennessee and is duly authorized to carry on the business in which it is engaged. 2. The Plan has been duly and validly authorized and adopted, and the 1,711,000 shares of Common Stock of the Company, $.10 par value (the "Shares") that may be issued and sold from time to time upon the exercise of options granted in accordance with the Plan have been duly authorized for issuance and will, when issued, sold and paid for in accordance with the Plan, be validly issued, fully paid and non-assessable. We do not purport to cover herein the application of the securities laws of various states to sales of the Shares. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, WARING COX, PLC /s/ WARING COX, PLC EX-24.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Proffitt's, Inc. on Form S-8 of our reports dated March 17, 1995, on our audits of the financial statements and financial statement schedules of Proffitt's, Inc. as of January 28, 1995 and January 29, 1994, and for each of the three years in the period ended January 28, 1995, which resports are on page 26 of the 1994 Annual Report to Shareholders and in the 1994 Form 10-K, respectively. Coopers & Lybrand L.L.P. Atlanta, Georgia February 2, 1996 -----END PRIVACY-ENHANCED MESSAGE-----