As filed with the Securities and Exchange Commission on January 22, 2003
Registration No.333-
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Registration No. 333-65789
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DOLLAR GENERAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 61-0502302
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 Mission Ridge
Goodlettsville, Tennessee 37072
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(Address of Principal Executive Offices including Zip Code)
DOLLAR GENERAL CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
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(Full Title of the Plan)
Susan S. Lanigan
Vice President, General Counsel and Corporate Secretary
100 Mission Ridge
Goodlettsville, Tennessee 37072
(615) 855-4000
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(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copies of all communications to:
Gregory V. Gooding, Esq.
Debevoise & Plimpton
919 Third Avenue
New York, New York 10022
(212) 909-6000
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CALCULATION OF REGISTRATION FEE
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Title of Securities Proposed Maximum Proposed Maximum Amount of Registration
to be Registered Amount to be Registered(1) Offering Price Per Share(2) Aggregate Offering Price(2) Fee
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Common Stock 2,200,000 Shares $ 11.91 $26,202,000 $2,410.58
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
solely for the purpose of determining the registration fee, based upon the
average of the high and low prices reported for the Corporation's Common
Stock on the New York Stock Exchange Consolidated Tape on January 21,
2003. (U.S. $11.91). Pursuant to Rule 457(h)(2), no additional registration
fee is required to be paid with respect to the plan interests.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form S-8 of Dollar General Corporation (the
"Registrant") and the Dollar General Corporation 401(K) Savings and Retirement
Plan (the "Plan"), file number 333-65789, as filed with the Securities and
Exchange Commission (the "SEC") on October 15, 1998, is incorporated by
reference in this Registration Statement and amended to reflect the information
contained herein.
The following documents previously filed by the Registrant and the Plan
with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
February 1, 2002 filed with the SEC on April 2, 2002;
(b) The Registrant's and the Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 2001 filed with the SEC on July 3,
2002;
(c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended May 3, 2002, August 2, 2002, and November 1, 2002,
filed with the SEC on June 11, 2002, August 28, 2002 and November 28,
2002, respectively;
(d) The Registrant's Current Reports on Form 8-K filed April 4, 2002,
April 18, 2002 (two Reports), May 9, 2002, and November 12, 2002;
(e) The description of the Registrant's Common Stock contained in the
Registrant's Current Report on Form 8-K filed with the SEC on June 8,
1998, as amended by Amendment No. 1 to Form 8-K filed with the SEC on
June 11, 1998.
All documents and reports subsequently filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such 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 statements contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or replaced for purposes hereof to the extent that a statement contained herein
(or any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Tennessee Business Corporation Act (the "TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was improperly received.
In cases where the director or officer is wholly successful, on the merits or
otherwise, in the defense of any proceeding instigated because of his or her
status as a director or officer of a corporation, the TBCA mandates that the
corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. The TBCA provides that a court of competent
jurisdiction, unless the corporation's charter provides otherwise, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (a) such officer or director was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (b) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) such officer or director
breached his duty of care to the corporation.
The Registrant's Charter and Bylaws provide that the Registrant shall
indemnify its directors and officers to the fullest extent permitted by
applicable law. The Registrant's Bylaws provide further that the Registrant
shall advance expenses to each director and officer of the Registrant to the
full extent allowed by the laws of the State of Tennessee, both as now in effect
and as hereafter adopted. Under the Registrant's Charter and Bylaws, such
indemnification and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire both as to action in
his or her official capacity and as to action in another capacity. The
Registrant believes that its Charter and Bylaw provisions are necessary to
attract and retain qualified persons as directors and officers. The Registrant
has in effect a directors' and officers' liability insurance policy which
provides coverage for its directors and officers. Under this policy, the insurer
agrees to pay, subject to certain exclusions, for any claim made against a
director or officer of the Registrant for a wrongful act by such director or
officer, but only if and to the extent such director or officer becomes legally
obligated to pay such claim, or incurs certain costs in defending such claim.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
ITEM 8. EXHIBITS.
(a) Exhibits. See the Exhibit Index immediately following the
signature page hereto.
(b) Undertaking. The undersigned Registrant hereby undertakes that it
has submitted the Plan and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made all
changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant and the Plan hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
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;
(2) That, for the purpose of determining any liability under the
Securities 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 and the Plan hereby undertake that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and each filing of the 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. Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 of whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 Goodlettsville, State of Tennessee, on the 22nd
day of January, 2003.
DOLLAR GENERAL COPORATION
By: /s/ James J. Hagan
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James J. Hagan
Executive Vice President and Chief Financial
Officer
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan administrator has duly caused this Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized, in the City of
Goodlettsville, State of Tennessee, on the 22nd day of January, 2003.
DOLLAR GENERAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
By: /s/ Melissa Buffington
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Melissa Buffington
Senior Vice President Human Development
and Planning
5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
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Acting Chief Executive Officer, President and January 8, 2003
/s/ Donald S. Shaffer Chief Operating Officer (Principal Executive
---------------------------------- Officer)
DONALD S. SHAFFER
/s/ James J. Hagan Executive Vice President and Chief Financial January 22, 2003
---------------------------------- Officer (Principal Financial and Chief
JAMES J. HAGAN Accounting Officer)
*
---------------------------------- Director *
DENNIS C. BOTTORFF
*
---------------------------------- Director *
DAVID L. BERE
*
---------------------------------- Director *
BARBARA L. BOWLES
*
---------------------------------- Director *
JAMES L. CLAYTON
*
---------------------------------- Director *
REGINALD D. DICKSON
*
---------------------------------- Director *
E. GORDON GEE
*
---------------------------------- Director *
JOHN B. HOLLAND
*
---------------------------------- Director *
BARBARA M. KNUCKLES
6
SIGNATURE CAPACITY DATE
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*
---------------------------------- Director *
JAMES D. ROBBINS
*
---------------------------------- Director *
CAL TURNER
*
---------------------------------- Director *
DAVID M. WILDS
*
---------------------------------- Director *
WILLIAM S. WIRE, II
* By:/s/ Susan S.Lanigan Attorney-in-Fact January 22, 2003
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Susan S. Lanigan
7
EXHIBIT INDEX
Exhibit No. Description
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4.1 Dollar General Corporation 401(k) Savings and Retirement Plan.
4.2 Sections 7, 8, 9, 10 and 12 of the Dollar General Corporation
Charter, as amended (incorporated by reference to the
Company's Current Report on Form 8-K filed with the SEC on
February 29, 2000).
4.3 Rights Agreement dated as of February 29, 2000, between
Dollar General Corporation and Registrar and Transfer Company
(incorporated by reference to the Company's Current Report on
Form 8-K filed with the SEC on February 29, 2000).
23.1 Consent of Ernst & Young.
23.2 Consent of Grant Thornton.
24 Power of Attorney.
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