As filed with the Securities and Exchange Commission on July 28, 1995
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ROSS STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1390387
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
8333 Central Avenue, Newark, CA 94560
(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
THIRD AMENDED AND RESTATED ROSS STORES, INC. 1988 RESTRICTED STOCK PLAN
THIRD AMENDED AND RESTATED ROSS STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
(collectively referred to as the "Plans")
(Full title of the plan)
Earl T. Benson
Senior Vice President, Chief Financial Officer & Corporate Secretary
ROSS STORES, INC.
8333 Central Avenue, Newark, CA 94560
(Name and address of agent for service)
(510) 505-4400
(Telephone number, including area code, of agent for service)
See page 2 for Calculation of Registration Fee
2
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
Title of Plan to be Registered per Share Offering Price Fee
Registered
1992 Stock
Option Plan
Options to 1,200,000 N/A N/A N/A
Purchase
Common Stock
Common Stock, 1,200,000 $12.438 $14,925,600.00 $5,146.76
$0.01 par value
1988 Restricted
Stock Plan
Common Stock, 800,000 $12.438 $9,950,400.00 $3,431.17
$0.01 par value
Employee Stock
Purchase Plan
Options to 400,000 N/A N/A N/A
Purchase
Common Stock
Common Stock, 400,000 $10.572 $4,228,800.00 $1,458.21
$0.01 par value
This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plans by reason of any
stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average
of the high and low selling prices per share of Common Stock of Ross
Stores, Inc. on July 25, 1995 as reported by the Nasdaq National
Market. With respect to the Third Amended and Restated Ross Stores,
Inc. Employee Stock Purchase Plan which establishes a purchase price
equal to 85% of the fair market value of the Registrant's common
stock, the offering price is 85% of such average of the high and low
selling prices.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Ross Stores, Inc. (the "Registrant" or "company") hereby incorporates by
reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the
"Commission"):
a. The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 28, 1995;
b. The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 29, 1995;
c. The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-B (No. 0-14678,
effective September 1, 1989), filed under the 1934 Act
including any amendment or report filed for the purpose of
updating such description. This Form 8-B registration
statement was filed by the Registrant as successor to Ross
Stores, Inc., a California corporation.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a
corporation's Board of Directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "1933
Act"). The Registrant's Bylaws provide for mandatory indemnification of
its directors, officers and employees to the maximum
extent permitted by the Delaware General Corporation Law, and requires the
Registrant to advance expenses to the
indemnified party in certain circumstances and to obtain directors' and
officers' insurance if available on reasonable terms. The Registrant's
Certificate of Incorporation provides that, to the fullest extent permitted
by Delaware law, its directors shall not be liable for monetary damages.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will
continue to be subject to liability for breach of the director's duty of
loyalty to the company for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions leading
to improper personal benefit to the director, and for payment of dividends
or approval of stock repurchases or redemptions that are unlawful under
Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws.
The Registrant (or its predecessor) has entered into Indemnification
Agreements with certain officers and directors which provide them with
indemnification to the maximum extent permitted by law
and which require the Registrant , among other things,
to advance expenses to the indemnified party in certain circumstances, and
to obtain directors' and officers' insurance if available on reasonable
terms. The Registrant's Bylaws allow it to enter into Indemnification
Agreements with its officers and directors which may provide the
Registrant's officers and directors with further indemnification. In
addition, the Registrant currently carries directors' and officers'
insurance which provides coverage with respect to defense costs and awards
paid with respect to various claims against Registrant's directors and
officers.
4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
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
1933 Act,
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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 the
Registration Statement, and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference into the 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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Registrants annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act 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 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 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.
5
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 Newark, State of California, on this 27th of July 1995.
ROSS STORES, INC.
By /s/Norman A. Ferber_______________________
Norman A. Ferber
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Ross Stores, Inc., a
Delaware corporation, do hereby constitute and appoint Norman A. Ferber and
Earl T. Benson, and each of them, the lawful attorneys and agents, with
full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the 1933 Act, and any rules or regulations or
requirements of the Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or
in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and
confirms all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the 1933 Act, the Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
SIGNATURES TITLE DATE
/s/Norman A. Ferber Chairman of the Board and July 27, 1995
Norman A. Ferber Chief Executive Officer
(Principal Executive Officer)
/s/Earl Benson Senior Vice President, Chief July 27, 1995
Earl T. Benson Financial Officer and
Secretary
(Principal Financial Officer)
/s/John M. Vuko Senior Vice President, Controller July 27, 1995
John M. Vuko & Principal Accounting Officer
6
SIGNATURES TITLE DATE
/s/Stuart G. Moldaw Director July 27, 1995
Stuart G. Moldaw
/s/G. Orban Director July 27, 1995
George P. Orban
/s/Philip Schlein Director July 27, 1995
Philip Schlein
/s/Donald H. Seiler Director July 27, 1995
Donald H. Seiler
/s/D. L. Weaver Director July 27, 1995
Donna L. Weaver
/s/M. Wilmore President, Chief Operating July 27, 1995
Melvin A. Wilmore Officer, & Director
7
EXHIBIT INDEX
Exhibit Number Exhibit
4.1 Certificate of Incorporation, as amended, incorporated by
reference to Exhibit 3.1 to the Registration Statement on
Form 8-B filed September 1, 1989 by Registrant.
4.2 Amended Bylaws, dated August 25, 1994, incorporated by
reference to Exhibit 3.2 to the Form 10-Q filed by
Registrant for its quarter ended July 30, 1994.
5 Opinion and Consent of Gray Cary Ware & Freidenrich.
15 Letter re Unaudited Interim Financial Information
23.1 Consent of Independent Auditors - Deloitte & Touche LLP.
23.2 Consent of Gray Cary Ware & Freidenrich (included in Exhibit
5).
24 Power of Attorney (included in the signature pages of this
Registration Statement).
Our File No. 1180286-902200
July 27, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Ross Stores, Inc. 1992 Stock Option Plan; Third Amended and
Restated Ross Stores, Inc. 1988 Restricted Stock Plan; and Third
Amended and Restated Ross Stores, Inc. Employee Stock Purchase
Plan - Registration Statement on Form S-8
Gentlemen and Ladies:
As legal counsel for Ross Stores, Inc., a Delaware
corporation (the "Company"), we are rendering this opinion in
connection with the registration under the Securities Act of
1933, as amended, of up to 1,200,000 shares of the Company's
Common Stock, $0.01 par value, which may be issued pursuant to
the exercise of options granted under the Ross Stores, Inc. 1992
Stock Option Plan (the "Option Plan"), 800,000 such shares which
may be issued pursuant to the Third Amended and Restated Ross
Stores, Inc. 1988 Restricted Stock Plan (the "Restricted Plan"),
and 400,000 such shares which may be issued pursuant to the
exercise of purchase rights granted under the Third Amended and
Restated Ross Stores, Inc. Employee Stock Purchase Plan (the
"Purchase Plan").
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California
and we express no opinion concerning any law other than the law
of the State of California, the corporation laws of the State of
Delaware and the federal law of the United States. As to matters
of Delaware corporation law, we have based our opinion solely
upon examination of such laws and the rules and regulations of
the authorities administering such laws, all as reported in
standard, unofficial compilations. We have not obtained opinions
of counsel licensed to practice in jurisdictions other than the
State of California.
Based on such examination, we are of the opinion that the
1,200,000 shares, 800,000 shares and 400,000 shares of Common
Stock which may be issued upon the exercise of options granted
under the Option Plan, pursuant to the Restricted Plan and upon
the exercise of purchase rights granted under the Purchase Plan,
respectively, are duly authorized shares of the Company's Common
Stock, and, when issued in accordance with the provisions of the
Option Plan, the Restricted Plan or the Purchase Plan, as the
case may be, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement referred to above and the
use of our name wherever it appears in said Registration
Statement.
Respectfully submitted,
/s/Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
Exhibit 15
June 2, 1995
Ross Stores, Inc.
Newark, California
We have made a review, in accordance with standards
established by the American Institute of Certified Public
Accountants, of the unaudited condensed consolidated interim
financial statements of Ross Stores, Inc. for the three-
month periods ended April 29, 1995 and April 30, 1994, as
indicated in our independent accountants' review report
dated May 19, 1995; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our report referred to above, which was
included in your Quarterly Report on Form 10-Q for the
quarter ended April 29, 1995, is being used in this
Registration Statement.
We are also aware that the aforementioned report, pursuant
to Rule 436(c) under the Securities Act of 1933, is not
considered a part of the Registration Statement prepared or
certified by an accountant or a report prepared or certified
by an accountant within the meaning of Sections 7 and 11 of
that Act.
Yours truly,
Deloitte & Touche LLP
San Francisco, California
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Ross Stores, Inc. on Form S-8
pertaining to the Amended and Restated 1992 Stock Option
Plan, the Third Amended and Restated Ross Stores, Inc. 1988
Restricted Stock Plan and the Third Amended and Restated
Ross Stores, Inc. Employee Stock Purchase Plan of our report
dated March 15, 1995, appearing in the Annual Report on Form
10-K of Ross Stores, Inc. for the year ended January 28,
1995.
Deloitte & Touche LLP
San Francisco, California
July 21, 1995
