As filed with the Securities and Exchange Commission on August 19, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BJ’S WHOLESALE CLUB, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 04-3360747 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
| One Mercer Road, Natick, Massachusetts | 01760 | |
| (Address of Principal Executive Offices) | (Zip Code) |
1997 Stock Incentive Plan, as amended
(Full Title of the Plan)
Frank D. Forward
Executive Vice President and
Chief Financial Officer
BJ’s Wholesale Club, Inc.
One Mercer Road
Natick, Massachusetts 01760
(Name and Address of Agent for Service)
(508) 651-7400
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.01 par value per share (including the associated Preferred Stock Purchase Rights) |
4,000,000 shares | $22.35(2) | $89,400,000(2) | $11,327 | ||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on August 13, 2004. |
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given to participants in the Registrant’s 1997 Stock Incentive Plan, as amended, pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement incorporates by reference the contents of the Registration Statements on Form S-8, File Nos. 333-31015, 333-79881 and 333-91244 filed by the Registrant on July 10, 1997, June 3, 1999 and June 26, 2002, respectively, relating to the Registrant’s 1997 Stock Incentive Plan, as amended.
II-1
SIGNATURES
Pursuant to the requirements of the Securities 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 Natick, Massachusetts on August 19, 2004.
| BJ’S WHOLESALE CLUB, INC. | ||
| By: | /s/ MICHAEL T. WEDGE | |
| Michael T. Wedge President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of BJ’s Wholesale Club, Inc., hereby severally constitute and appoint Michael T. Wedge, Frank D. Forward and Kellye L. Walker and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable BJ’s Wholesale Club, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ MICHAEL T. WEDGE Michael T. Wedge |
President and Chief Executive Officer (Principal Executive Officer) | August 19, 2004 | ||
| /s/ FRANK D. FORWARD Frank D. Forward |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | August 19, 2004 | ||
| /s/ HERBERT J. ZARKIN Herbert J. Zarkin |
Chairman of the Board of Directors | June 17, 2004 | ||
II-2
| /s/ S. JAMES COPPERSMITH S. James Coppersmith |
Director |
June 17, 2004 | ||
| /s/ PAUL P. DANOS Paul P. Danos |
Director |
June 17, 2004 | ||
| /s/ RONALD R. DION Ronald R. Dion |
Director |
June 17, 2004 | ||
| /s/ BERT N. MITCHELL Bert N. Mitchell |
Director |
June 17, 2004 | ||
Helen Frame Peters |
Director |
|||
| /s/ THOMAS J. SHIELDS Thomas J. Shields |
Director |
June 17, 2004 | ||
| /s/ LORNE R. WAXLAX Lorne R. Waxlax |
Director |
June 17, 2004 | ||
II-3
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 4.1 | Amended and Restated Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-31015) | |
| 4.2 | Amended and Restated By-Laws of the Registrant is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated April 7, 1999 (File No. 001-13143) | |
| 4.3 | Amended and Restated Rights Agreement, dated as of November 17, 2003, between the Company and The Bank of New York is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 1, 2003 (File No. 001-13143) | |
| 5 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5) | |
| 23.2 | Consent of PricewaterhouseCoopers LLP | |
| 24 | Power of Attorney (included in the signature pages of this Registration Statement) | |