As filed with the Securities and Exchange Commission on July 8, 2003
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DOLLAR TREE STORES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA (I.R.S. Employer
(State or other jurisdiction of Identification No.)
incorporation or organization) 54-1387365
500 VOLVO PARKWAY
CHESAPEAKE, VIRGINIA 23320
(757) 321-5000
(Address and telephone number of
registrant's principal executive offices)
DOLLAR TREE STORES, INC.
2003 EQUITY INCENTIVE PLAN
(Full title of the plan)
FREDERICK C. COBLE with a copy to:
DOLLAR TREE STORES, INC. WILLIAM A. OLD, JR.
500 VOLVO PARKWAY JOHN S. MITCHELL, JR.
CHESAPEAKE, VA 23320 HOFHEIMER NUSBAUM, P.C.
(757) 321-5000 999 WATERSIDE DRIVE, SUITE 1700
(Name, address and telephone number NORFOLK, VIRGINIA 23510
of agent for service) (757) 622-3366
CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share price
Common stock (par value 6,000,000 (2) $31.85 (3) $191,100,000 $15,459.99 (3)
$.01)
(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) Represents shares offered or to be offered under the Dollar Tree
Stores, Inc. 2003 Equity Incentive Plan approved by Dollar Tree
Stores, Inc. Board of Directors on March 17, 2003 and by its
shareholders on June 19, 2003.
(3) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h)(1) based upon the average of the
reported high and low sales prices for a share of Common Stock on
July 1, 2003 as reported on the Nasdaq National Market.
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This Registration Statement includes a Total of 9 Pages.
Exhibit Index on Page 9.
EXPLANATORY NOTES
1. The Company hereby files this Registration Statement on Form S-8
with the Commission to register 6,000,000 shares of Common Stock, $.01 par
value, offered or to be offered to participants under the 2003 Equity Incentive
Plan ("Plan") from time to time at prices determined by a committee of the
Company's Board of Directors. 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 stock splits, stock
dividends, recapitalizations or similar transactions.
2. Under the terms of the Plan, shares of Common Stock formerly
available for issuance ("Old Plan Shares") under the Dollar Tree Stores, Inc.
Stock Incentive Plan, as amended (which has been terminated) have become
available for issuance under the Plan. The Old Plan Shares were previously
registered on the Company's Registration Statements on Form S-8, Registration
Nos. 33-92812, 333-38735, and 333- 41248, as amended. Such Registration
Statements are incorporated herein by reference.
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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, 2002.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended May 3, 2003.
(3) The Registrant's Current Reports on Form 8-K dated April 7, May 8,
May 20, May 29, June 2, June 19, June 30, and July 7, 2003.
(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(5) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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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.
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. 2003 Equity Incentive Plan (filed herewith).
**5.1 Opinion of Hofheimer Nusbaum, 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 Signature Page).
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* Previously filed as an exhibit to the referenced filing, which is herein
incorporated by reference.
** Filed herewith
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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 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.
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(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.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chesapeake, Commonwealth of Virginia, on the 8th day
of July, 2003.
DOLLAR TREE STORES, INC.
By /s/ Macon F. Brock, Jr.
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Macon F. Brock, Jr.
Chairman; Chief Executive Officer
DOLLAR TREE STORES, INC.
By /s/ Frederick C. Coble
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Frederick C. Coble
Chief Financial Officer
The registrant and each person whose signature appears below
constitutes and appoints Macon F. Brock, Jr. and Frederick C. Coble named in
this Registration statement, and each of them, his, her or its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him, her or it and in his, her, or its name, place and
stead, in any and all capacities, to sign and file any and all amendments
(including post-effective amendments) to the Registration Statement, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he, she, or it might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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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.
Signature Title Date
/s/ Macon F. Brock, Jr. Chairman of the Board; Chief July 8, 2003
----------------------------- Executive Officer; Director
Macon F. Brock, Jr.
/s/ H. Ray Compton Director July 2, 2003
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H. Ray Compton
/s/ Richard Lesser Director July 1, 2003
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Richard Lesser
/s/ John F. Megrue Vice Chairman; Director July 3, 2003
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John F. Megrue
/s/ J. Douglas Perry Director July 2, 2003
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J. Douglas Perry
/s/ Thomas A. Saunders, III Director July 2, 2003
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Thomas A. Saunders, III
/s/ Eileen Scott Director July 1, 2003
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Eileen Scott
/s/ Alan L. Wurtzel Director July 1, 2003
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Alan L. Wurtzel
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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. 2003 Equity Incentive Plan (filed herewith).
**5.1 Opinion of Hofheimer Nusbaum, 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 Signature Page).
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* Previously filed as an exhibit to the referenced filing, which is herein
incorporated by reference.
** Filed herewith
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