forms8051409.htm
Registration No.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of
Registrant as specified in its charter)
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Delaware
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75-1047710
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(State or
other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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300
RadioShack Circle, MS CF4-101
Fort
Worth, Texas
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76102
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(Address of
Principal Executive Offices)
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(Zip
Code)
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RADIOSHACK
401(K) PLAN
(FORMERLY
TANDY FUND)
(Full title of the
plan)
Robert
C. Donohoo, Vice President, General Counsel and Corporate Secretary
RadioShack
Corporation
300
RadioShack Circle, MS CF4-101
Fort
Worth, Texas 76102
(Name and address of
agent for service)
817-415-3700
(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.
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Large
accelerated filer
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x
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Accelerated
filer
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¨
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Non-accelerated
filer
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¨
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(Do not check
if a smaller reporting company)
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Smaller
reporting company
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¨
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CALCULATION
OF REGISTRATION FEE
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Title of
securities to be registered
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Amount to be registered(1)
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Proposed
maximum
offering price per share(2)
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Proposed
maximum
aggregate offering price(2)
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Amount
of
registration fee(2)
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Common Stock,
par value
$1.00 per
share
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3,000,000
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$11.76
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$35,280,000
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$1,968.62
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1 Pursuant
to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the
“Act”), the offering and sale of shares issuable upon any stock split, stock
dividend or similar transaction with respect to these shares are also being
registered hereunder. In addition, pursuant to Rule 416(c) under the
Act, this registration statement also covers an indeterminate amount of plan
interests that constitute separate securities required to be registered under
the Act in order to be offered or sold pursuant to the RadioShack 401(k) Plan
(the “Plan”).
2 Pursuant
to Rule 457(c) under the Act, the registration fee for the 3,000,000 shares
available to be offered or sold under the Plan is based upon a price of $11.76
per share, the average of the high and low sales prices reported on the New York
Stock Exchange for the common stock of RadioShack Corporation, a Delaware
corporation (the “Registrant”), on May 14,
2009.
This registration
statement registers the offering and sale of securities of the Registrant
pursuant to the Plan (the specified number of shares of the Registrant’s common
stock, par value $1.00 per share (“Common Stock”) and of an indeterminate amount
of plan interests constituting separate securities) in addition to those the
offering and sale of which pursuant to the Plan have previously been registered
on Form S-8. Accordingly, pursuant to General Instruction E of Form
S-8, the contents of the registration statement on Form S-8 (File No. 33-51603),
filed with the Securities and Exchange Commission (the “Commission”) and
effective on December 21, 1993; the contents of the post-effective amendment on
Form S-8/A-1 (File No. 33-51603) filed with the SEC and effective on March 20,
1996; the contents of the registration statement on Form S-8 (File No.
333-27437), filed with the SEC and effective on May 19, 1997; the contents of
the registration statement on Form S-8 (File No. 333-63659), filed with the SEC
and effective on September 18, 1998; and the contents of the registration
statement on Form S-8 (File No. 333-101792), filed with the SEC and effective on
December 12, 2002, are hereby incorporated in their entirety by reference
herein.
Part
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan
Information.
The document(s)
containing the information required in Part I of this Form S-8 will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the
Act. Such documents are not being filed with the Commission, but
constitute, along with the documents incorporated by reference in Item 3 of Part
II of this registration statement, a prospectus that meets the requirements of
Section 10(a) of the Act.
Item
2. Registrant
Information and Employee Plan Annual Information.
The Registrant will
furnish without charge to each Plan participant, upon such participant’s written
or oral request, a copy of any document (i) incorporated by reference in Item 3
of Part II of this registration statement or (ii) required to be delivered to
employees pursuant to Rule 428(b), other than the exhibits to such document
(unless such exhibits are specifically incorporated by reference to the
information that is incorporated). The documents incorporated by
reference in Item 3 of Part II of this registration statement are incorporated
by reference in the Section 10(a) prospectus. Requests must be made
to RadioShack Corporation, General Counsel, 300 RadioShack Circle, MS CF4-101,
Fort Worth, Texas 76102, (817) 415-3700.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The following
documents, which have been filed by the Registrant with the Commission pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
incorporated by reference in this registration statement and shall be deemed a
part hereof:
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(a)
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Annual report
on Form 10-K for the year ended December 31, 2008 (filed February 24,
2009);
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(b)
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Annual report
on Form 11-K for the fiscal year ended June 30, 2008 (filed December 23,
2008);
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(c)
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Current
report on Form 8-K (filed February 24,
2009);
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(d)
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Current
report on Form 8-K (filed March 18,
2009);
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(e)
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Current
report on Form 8-K (filed March 25,
2009);
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(f)
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Current
report on Form 8-K (filed April 23,
2009);
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(g)
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Quarterly
report on Form 10-Q for the quarter ended March 31, 2009 (filed May 1,
2009); and
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(h)
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The
description of the Common Stock contained in the registration statement on
Form 8-B dated February 16, 1968.
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All documents
subsequently filed by RadioShack with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act 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 in this registration statement and to be
a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein, or
in any other subsequently filed document, that also is or is deemed to be
incorporated by reference 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.
Item
5. Interest of Named Experts and Counsel.
An opinion
concerning the validity of the issuance of shares of Common Stock has been
rendered for the Registrant by Robert C. Donohoo, Vice President, General
Counsel, and Corporate Secretary of the Registrant. Mr. Donohoo
beneficially owns, or has rights to acquire under employee benefit plans, an
aggregate of less than 1% of the shares of Common Stock.
Item
6. Indemnification of Officers and Directors.
Section 145 of the
Delaware General Corporation Law grants corporations the power to indemnify
officers and directors in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Act. Article
XIV of the Registrant’s Amended and Restated By-Laws provides for
indemnification of its directors, officers and employees to the maximum extent
permitted by Section 145 of the Delaware General Corporation
Law. Section 2.6 of the Plan provides that the Registrant will
indemnify each member of the Administrative Committee of the Plan, subject to
applicable law, against all claims, losses, damages, expenses and liabilities,
arising from any action or failure to act, except when the same is judicially
determined to be due to the gross negligence or willful misconduct of such
member. In addition, the Registrant has entered into indemnification
agreements with its directors and certain officers for indemnification to the
fullest extent permitted by applicable law.
Insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
Delaware General Corporation Law, the foregoing by-law provision, the Plan, the
indemnification agreements or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the 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 Act and
will be governed by the final adjudication of such issue.
The Registrant
carries directors’ and officers’ liability insurance policies under which all of
the directors and executive officers of Registrant are insured against loss
imposed upon them with respect to their legal liability for breach of their duty
to Registrant. Excluded from coverage under said policy are fines and
penalties imposed by law upon such directors and officers or other matters which
may be deemed uninsurable such as material acts of active and deliberate
dishonesty committed by the insureds with actual dishonest purpose and
intent.
Item
7. Exemption
from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
The exhibits listed in the accompanying Index to
Exhibits are furnished as part of this registration statement.
Item
9. Undertakings.
(a)(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 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) do not apply if 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
Exchange Act that are incorporated by reference in the registration
statement.
(2) That,
for the purpose of determining any liability under the 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.
(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 Act, each filing of the Registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange 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) The
undersigned Registrant hereby undertakes to deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the
prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(d) The
undertaking regarding indemnification of officers and directors is included as
part of Item 6, which is incorporated into Item 9 by reference.
The
Registrant. Pursuant to the requirements of the Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Fort Worth, State of Texas, on the 15th day of May,
2009.
RadioShack
Corporation
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By: /s/ Julian C.
Day |
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Julian C. Day, Chairman and |
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Chief Executive Officer |
POWER
OF ATTORNEY
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KNOW ALL MEN
BY THESE PRESENTS:
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That the
undersigned officers and directors of the Registrant do hereby constitute and
appoint Julian C. Day and James F. Gooch, and either of them, their true and
lawful attorneys-in-fact and agents or attorney-in-fact and agent, with 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 the Registrant to comply with
the 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 full power of
authority, the powers granted include the full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities, 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 (including any post-effective amendments)
and supplements thereto, and to any and all instruments or documents filed as
part of or in connection with such registration statement, 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. The 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 dates
indicated below.
Pursuant to the requirements of the Act, this
registration statement has been signed by the following persons in the
capacities indicated on the dates indicated below.
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Signature
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Title
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Date
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/s/
Julian C. Day
Julian C.
Day
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Chairman,
Chief Executive Officer
and
Director
(Principal
Executive Officer)
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May 15,
2009
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/s/
James F. Gooch
James F.
Gooch
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Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
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May 15,
2009
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/s/
Martin O. Moad
Martin O.
Moad
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Vice
President and Controller
(Principal
Accounting Officer)
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May 15,
2009
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/s/
Frank J. Belatti
Frank J.
Belatti
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Director
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May 14,
2009
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/s/
Robert S. Falcone
Robert S.
Falcone
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Director
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May 14,
2009
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_______________________
Daniel R.
Feehan
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Director
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/s/
Richard J. Hernandez
Richard J.
Hernandez
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Director
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May 14,
2009
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_______________________
H. Eugene
Lockhart
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Director
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/s/
Jack L. Messman
Jack L.
Messman
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Director
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May 14,
2009
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/s/
Thomas G. Plaskett
Thomas G.
Plaskett
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Director
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May 15,
2009
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/s/
Edwina D. Woodbury
Edwina D.
Woodbury
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Director
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May 14,
2009
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The Plan.
Pursuant to the requirements of the Act, the Administrative Committee of the RadioShack 401(k)
Plan has duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Fort Worth,
State of Texas, on the 15th day of May, 2009.
ADMINISTRATIVE
COMMITTEE
By: /s/
Martin O. Moad
___________________________
Martin O. Moad
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Exhibit
Number
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Description
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4.1
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Indenture,
dated as of August 18, 2008, between the Registrant and The Bank of New
York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the
Registrant’s Form 8-K filed on August 18, 2008, and incorporated herein by
reference).
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4.2
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Form of the
2.50% Convertible Senior Notes due 2013 (filed as Appendix A to Exhibit
4.1 to the Registrant’s Form 8-K filed on August 18, 2008, and
incorporated herein by reference).
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5.1
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Legal opinion
of Robert C. Donohoo, Vice President, General Counsel, and Corporate
Secretary of the Registrant, as to the legality of the securities, the
offering and sale of which are being registered, including
consent.
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5.2
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Internal
Revenue Service Determination Letter that the Plan is qualified under
Section 401 of the Internal Revenue Code, dated December 6,
2006.
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23.1
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Consent of
PricewaterhouseCoopers LLP, Independent Accountants.
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23.2
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Consent of
Robert C. Donohoo, Vice President, General Counsel, and Corporate
Secretary of the Registrant (included in Exhibit 5.1 to this registration
statement).
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24.1
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Power of
attorney (included in the signature page of this registration
statement).
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99.1
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Fifth Amended
and Restated RadioShack 401(k) Plan, dated July 1, 2006.
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