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. 2008 EQUITY INCENTIVE PLAN
(Full
Title of the Plan)
Edward
J. Record
Copies
to:
Executive
Vice President and Chief Financial Officer
Philip
B. Sears, Esq.
10201
Main Street,
McAfee
& Taft, P.C.
Houston,
Texas 77025
211
North Robinson
(Name
and Address of Agent For Service)
Oklahoma
City, OK 73102
(800) 579-2302
(Telephone
Number, Including Area Code, of Agent For Service )
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
Proposed
Maximum
Proposed
Maximum
Amount
To Be
Offering
Price Per
Aggregate
Offering
Amount
of
Title
of Securities To Be Registered
Registered
Share
Price
Registration
Fee
C Common
Stock, par value $0.01 per share
1,000,000(1)
$14.17(2)
$14,170,000(2)
$557.00
(1)
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
(2)
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.
2
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. 2008 Equity Incentive Plan
Opinion
of McAfee & Taft A Professional Corporation
Consent
of Deloitte & Touche LLP
3
Table of Contents
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.
Not
Applicable. Our common stock has been registered under Section 12 of
the Exchange Act.
Item 5. Interests
of Named Experts and Counsel.
Not
applicable.
4
Table of Contents
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:
5
Table of Contents
(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.
6
Table of Contents
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
7
Table of Contents
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. 2008 Equity Incentive 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.
8