As
filed with the Securities and Exchange Commission on June 10, 2008.
Registration
No. 333-__________
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
____________________
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
____________________
STAGE STORES,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
91-1826900
(State
or Other Jurisdiction of Incorporation or Organization)
(I.R.S.
Employer Identification No.)
10201
Main Street, Houston, Texas
77025
(Address
of Principal Executive Offices)
(Zip
Code)
STAGE
STORES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
(Full
Title of the Plan)
Edward
J. Record
Executive
Vice President and Chief Financial Officer
10201
Main Street,
Houston,
Texas 77025
(Name
and Address of Agent For Service)
(800)
579-2302
(Telephone
Number, Including Area Code, of Agent For Service )
Copies
to:
Philip
B. Sears, Esq.
McAfee
& Taft, P.C.
211
North Robinson
Oklahoma
City, OK 73102
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer þ
Accelerated filer o
Non-accelerated filer o Smaller reporting
company o
(Do
not check if a smaller reporting company)
Calculation of Registration
Fee
Title of Securities To Be
Registered
Amount To Be Registered
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration
Fee
Deferred Compensation Obligations(1)
$
40,000,000
100
%
$
40,000,000
$
1,572.00
Common Stock, par value $0.01 per
share
100,000
(2)
$
14.17
(3)
$
1,417,000
(3)
$
56.00
$
1,628.00
(1)
The
Deferred Compensation Obligations are unsecured obligations of Stage
Stores, Inc. to pay deferred compensation in the future in accordance with
the terms of the Stage Stores, Inc. Nonqualified Deferred Compensation
Plan.
(2)
Pursuant
to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall be deemed to cover such indeterminable number
of additional shares as may be issued as a result of an adjustment in the
shares in the event of a stock split, stock dividend, or similar capital
adjustment
(3)
Estimated
solely for the purpose of determining the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended. Pursuant to Rule
457(h), this estimate is based upon the average of the high and low prices
of our common stock, par value $0.01 per share, on June 5, 2008, as
reported on the New York Stock
Exchange.
TABLE OF
CONTENTS
PART
I
Item 1. Plan
Information
Item 2. Registration Information
and Employee Plan Annual Information
PART
II
Item 3. Incorporation of
Documents by Reference
Item 4. Description of
Securities
Item 5. Interests of Named
Experts and Counsel
Item 6. Indemnification of
Directors and Officers
Item 7. Exemption from
Registration Claimed
Item 8.
Exhibits
Item 9.
Undertakings
SIGNATURES
EXHIBIT
INDEX
Stage
Stores, Inc. Nonqualified Deferred Compensation Plan
Opinion
of McAfee & Taft A Professional
Corporation
Consent
of Deloitte & Touche LLP
PART
I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
Item 1. Plan
Information.*
Item 2.
Registration Information and Employee Plan Annual
Information.*
*
Information
required by Part I of Form S-8 to be contained in a prospectus meeting the
requirements of Section 10(a) of the Securities Act of 1933 is omitted
from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form
S-8.
PART
II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
following documents we filed with the Securities and Exchange Commission (the
“Commission”) (File No. 001-14035) are incorporated in and made a part of this
Registration Statement by reference:
1.
Our
Annual Report on Form 10-K for the fiscal year ended February 2, 2008,
filed on April 1, 2008;
2.
Our
Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2008,
filed on June 6, 2008; and
3.
Our
Current Reports on Form 8-K (excluding any information furnished under
Items 2.02 or 7.01 thereof) filed February 5, 2008, February 8, 2008,
March 3, 2008, March 4, 2008, March 7, 2008, March 11, 2008, March 13,
2008, March 19, 2008, April 3, 2008, April 11, 2008, April 24,
2008, May 9, 2008, May 19, 2008, May 23, 2008, May 30, 2008,
June 5, 2008 and June 9, 2008.
All
documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item
7.01 of any Current Report on Form 8-K) subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities 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 those documents.
Any
statement contained in this Registration Statement or in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement in this Registration Statement, or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference, modifies or supersedes that statement. Any 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.
Deferred
Compensation Obligations
The
Deferred Compensation Obligations registered pursuant to this Registration
Statement (the “Obligations”) are unsecured general obligations of Stage Stores,
Inc. to pay the value of deferred compensation accounts in
accordance with the terms and conditions of the Stage Stores, Inc.
Nonqualified Deferred Compensation Plan (the “Plan”). The following
brief description of the Obligations is qualified in its entirety by reference
to the terms and conditions of the Plan, which is filed as Exhibit 4.4 to this
Registration Statement and incorporated herein by reference. Unless
defined herein, capitalized terms shall have the meaning given them in the
Plan.
The
Plan provides our executive officers, certain other officers and key employees
(a “Participant”) with the opportunity participate in a deferred compensation
program that is not qualified under the Internal Revenue Code of 1986, as
amended (the “Code”). Generally the Code and the Employment
Retirement Income Security Act of 1974, as amended, restrict contributions to a
401(k) plan by highly compensated employees. The Plan is intended to
allow Participants to defer income on a pre-tax basis.
The
Plan is administered by a committee appointed by our Board of Directors (the
“Committee”). The Committee has the authority, subject to the provisions of the
Plan, to establish, adopt and revise such rules and regulations, to provide and
modify administrative forms, and to make all such determinations relating to the
Plan as it may deem necessary or appropriate for the administration of the
Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or any agreement or document related to
the Plan in the manner and to the extent the Committee deems necessary or
appropriate to carry the Plan into effect. The Committee’s
interpretation of the Plan, and all decisions and determinations by the
Committee with respect to the Plan, will be final and binding on all
parties. The Committee may delegate any of its powers or
responsibilities to one or more members of the Committee or any other person or
entity.
The
Committee establishes and maintains an Employee Account and an Employer Account
for each Participant. The Committee credits, as a bookkeeping entry,
the amount of each Employee Contribution made on behalf of a Participant to that
Participant’s Employee Account as soon as administratively feasible following
the applicable deferral. The Committee credits, as a bookkeeping
entry, the amount of each Employer Contribution made on behalf of a Participant
to that Participant’s Employer Account at such times as determined by the
Committee.
The
Committee has the authority to determine investment options available for
selection by Participants. Each Participant currently has the opportunity to
allocate the investment of the funds in his or her Participant Employee Account
among fourteen investment options, including our common stock (the “Company
Stock Investment Option”). In the case of the Company Stock
Investment Option, the Plan provides the opportunity for increased pre-tax
shareholding.
Under
the Plan, Participants may defer up to 50% of their base salary and up to 100%
of their bonus and earn a rate of return based on actual investments chosen by
each participant. We have established a grantor trust for the
purposes of holding assets to provide benefits to the Participants and, in the
case of the Company Stock Investment Option, to facilitate the collection of
funds and the purchase of our common stock on the open market at prevailing
market rates.
We
will match 100% of each Participant’s contributions, up to 10% of the sum of the
Participant’s base salary and bonus. We may, in our sole discretion,
make additional contributions in any amount with respect to any Participant as
we determine in our sole discretion. Contributions made by a Participant and
matching contributions we make are 100% vested at the time they are
made.
With
the exception of the Company Stock Investment Option, Participants may
reallocate their account balances among the available investment options on a
daily basis. With respect to the Company Stock Investment Option,
once our common stock has been credited to a Participant’s Employee Account or a
Participant’s Employer Account, as the case may be, it may not be transferred or
liquidated by the Participant and must remain in the Participant’s Employee
Account or the Participant’s Employer Account, as the case may be, until such
date as the Participant is no longer our employee and for a period of six (6)
months thereafter, at which time the common stock will be transferred to the
Participant’s personal brokerage account, as designated at that time by the
Participant.
Except
for debts owed us by a Participant or a beneficiary of a Participant, no amounts
payable or to become payable under the Plan to a Participant or a beneficiary of
a Participant shall be subject in any manner to sale, transfer, assignment,
pledge, encumbrance or charge, whether voluntary, involuntary, by operation of
law or otherwise, and any attempt to sell, transfer, assign, pledge, encumber or
charge the same by a Participant or a beneficiary of a Participant prior to
distribution as provided in the Plan will be null and void.
Unless
distributed under a hardship distribution, we will distribute a Participant’s
Vested Account in the manner set forth in the Plan upon the earlier to occur of
the following events: (i) Separation from Service; (ii) Disability; (iii) death
or (iv) Change in Control. A Participant’s Vested Account will be
debited in the amount of any distribution made therefrom as of the date of the
distribution.
Description
of Common Stock
In
addition to the deferred compensation obligations which are being registered
pursuant to this Registration Statement, this Registration statement also
registers the shares of our common stock that may be issued under the Plan in
accordance with the terms and conditions of the Plan. Our common
stock has been registered under Section 12 of the Exchange Act.
Item 5. Interests
of Named Experts and Counsel.
Not
applicable.
Item 6. Indemnification
of Directors and Officers.
Nevada
Revised Statures
Section
78.7502 of the Nevada Revised Statutes (the “NRS”) provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys’ fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he is not adjudged liable to the corporation, if
he acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful. Section 78.7502 further provides that a corporation
similarly may indemnify any such person serving in any such capacity who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys’ fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he is not adjudged liable to the corporation, and if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation.
Amended
and Restated Bylaws
As
permitted by the NRS, Article 5 of our Amended and Restated Bylaws provides that
so long as he is not adjudged liable to us we will indemnify any individual made
a party to a proceeding because the individual is or was a director or officer
against liability and expenses incurred in the proceeding, but only if the
individual demonstrates that (a) he or she conducted himself or herself in good
faith, and (b) he or she reasonably believed (i) in the case of conduct in his
or her official capacity with us, that his or her conduct was in our best
interests, (ii) in all other cases, that his or her conduct was at least not
opposed to our best interests, and (iii) in the case of any criminal proceeding,
he or she had no reasonable cause to believe his or her conduct was
unlawful.
Insurance
We
have purchased director and officer liability insurance which insures us for
amounts which we are required or permitted to pay as indemnification of
directors and certain officers and which insures directors and certain officers
against certain liabilities which might be incurred by them in those capacities
and for which they are not entitled to indemnification by us.
Item 7. Exemption
from Registration Claimed.
Not
applicable.
Item 8.
Exhibits.
The
Exhibits to this Registration Statement are listed in the Exhibit Index of this
Registration Statement, which index is incorporated herein by
reference.
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;
(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 end 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 the
volume and price represent no more than a 20% 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 the
undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in 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 in this
Registration Statement.
2.
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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.
(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 an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, 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 Securities Act of
1933 may be permitted to directors, officers and 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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe 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 Houston,
State of Texas, on this 10th day of June, 2008.
STAGE
STORES, INC.
By:
/s/ James R.
Scarborough
James
R. Scarborough
Chief
Executive Officer
(Principal
Executive Officer)
STAGE
STORES, INC.
By:
/s/ Edward J.
Record
Edward
J. Record
Executive
Vice President and Chief Financial
Officer
(Principal
Financial Officer)
STAGE
STORES, INC.
By:
/s/ Richard E.
Stasyszen
Richard
E. Stasyszen
Senior
Vice President, Finance and Controller
(Principal
Accounting Officer)
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.
*
Director
June
10, 2008
*
Director
June
10, 2008
Alan
J. Barocas
William
J. Montgoris
*
Director
June
10, 2008
*
Director
June
10, 2008
Michael
L. Glazer
Sharon
B. Mosse
/s/ Andrew T. Hall
Director
June
10, 2008
/s/ James R. Scarborough
Director
June
10, 2008
Andrew
T. Hall
James
R. Scarborough
*
Director
June
10, 2008
*
Director
June
10, 2008
John
T. Mentzer
David
Y. Schwartz
*
Director
June
10, 2008
Margaret
T. Monaco
(Constituting
a majority of the Board of Directors)
*By:
/s/
Edward J. Record
Edward
J. Record
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number
Description of Exhibit
4.1
Amended
and Restated Articles of Incorporation of Stage Stores, Inc. dated June 7,
2007 are incorporated by reference to Exhibit 3.1 of Stage Stores’
Quarterly Report on Form 10-Q (Commission File No. 1-14035) filed
September 12, 2007.
4.2
Amended
and Restated Bylaws of Stage Stores, Inc. dated March 28, 2007 are
incorporated by reference to Exhibit 3.3 of Stage Stores’ Annual Report on
Form 10-K (Commission File No, 1-14035) filed April 3,
2007.
4.3
Form
of Common Stock Certificate of Stage Stores, Inc. is incorporated by
reference to Exhibit 4.1 of Stage Stores’ Registration Statement on Form
10 (Commission File No. 000-21011) filed October 29,
2001.
4.4*
Stage
Stores, Inc. Nonqualified Deferred Compensation Plan
5.1*
Opinion
of McAfee & Taft A Professional Corporation
23.1*
Consent
of Deloitte & Touche LLP
23.2*
Consent
of McAfee & Taft A Professional Corporation (included as part of
Exhibit 5.1)
24.1*
Power
of Attorney
* Filed
herewith.
9