As filed with the Securities and Exchange Commission on May 29, 2003
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RITE AID CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-1614034
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
______________
30 Hunter Lane
Camp Hill, Pennsylvania 17011
(Address of principal executive offices)
THE RITE AID 401(k) PLAN
RITE AID 401(k) DISTRIBUTION EMPLOYEES SAVINGS PLAN
PERRY DISTRIBUTORS, INC. 401(k) PLAN
(Full titles of the plans)
______________
Robert B. Sari, Esq.
Senior Vice President, General Counsel and Secretary
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
(717) 761-2633
(717) 760-7867 (facsimile)
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
______________
CALCULATION OF REGISTRATION FEE
=============================================== ================= ================== ================== ================
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered(1) registered(2) per share(3) offering price(3) fee(4)
----------------------------------------------- ----------------- ------------------ ------------------ ----------------
Common stock, par value $1.00 per share 8,000,000 $3.67 $29,360,000 $2,375
----------------------------------------------- ----------------- ------------------ ------------------ ----------------
Common stock, par value $1.00 per share 25,000 $3.67 $91,750 $7
----------------------------------------------- ----------------- ------------------ ------------------ ----------------
Common stock, par value $1.00 per share 35,000 $3.67 $128,450 $10
----------------------------------------------- ----------------- ------------------ ------------------ ----------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to The Rite Aid 401(k) Plan,
Rite Aid 401(k) Distribution Employees Savings Plan, and Perry
Distributors, Inc. 401(k) Plan.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also covers additional shares that may be offered
or sold to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
the offering price is estimated solely for the purpose of calculating the
registration fee upon the basis of the average of the high and low prices
of the common stock of Rite Aid Corporation on May 28, 2003 as reported
on the New York Stock Exchange.
(4) Pursuant to Rule 457(p), the registration fee of $2,392.00 due with
respect to this registration is being paid by applying a portion of the
$834,000.00 filing fee paid in connection with the Rite Aid Corporation
Form S-3 (File No. 333-70777) filed on January 19, 1999 and subsequently
withdrawn.
EXPLANATORY NOTE
This registration statement registers shares of common stock, par
value $1.00 per share (the "Common Stock"), of Rite Aid Corporation (the
"Company") that may be issued and sold under The Rite Aid 401(k) Plan
(formerly known as the Profit Sharing Plan and Trust and as the Rite Aid
Employee Investment Opportunity Plan), Rite Aid 401(k) Distribution Employees
Savings Plan, and Perry Distributors, Inc. 401(k) Plan (each a "Plan" and
collectively the "Plans") after this registration statement becomes effective.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The documents containing the information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "SEC") either as
part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and
the documents incorporated by reference in this registration statement
pursuant to Item 3 of Part II of this registration statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the SEC are
incorporated by reference in this registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 1, 2003;
(b) The Company's Current Reports on Form 8-K filed on March 5, 2003,
April 15, 2003 and May 14, 2003;
(c) Annual Report on Form 11-K of The Rite Aid 401(k) Plan (formerly
known as the Rite Aid Employee Investment Opportunity Plan) for the fiscal
year ended December 31, 2001;
(d) Annual Report on Form 11-K of the Rite Aid 401(k) Distribution
Employees Savings Plan for the fiscal year ended December 31, 2001;
(e) Annual Report on Form 11-K of the Perry Distributors, Inc. 401(k)
Plan for the fiscal year ended December 31, 2001; and
(f) The description of the Common Stock contained in the Registration
Statement on Form 8-A dated July 18, 1991 filed with the SEC by the Company to
register such securities under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Plans
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this registration statement 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 part hereof from the date of filing of such
documents.
Any statement contained 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 contained in this registration statement, or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference in this registration statement, modifies or supersedes such prior
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained
in a subsequently filed document that is or is deemed to be incorporated by
reference in this registration statement modifies or supersedes such prior
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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law (the
"DGCL"), 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
(other than an action by or in the right of the corporation) by reason of the
fact that he or she 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 or her in connection with such action, suit or
proceeding if he or she (i) acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In actions by or
in the right of the corporation, the corporation may indemnify such person
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection with the defense or settlement of such action or
suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation;
provided, however, no indemnification may be made in respect of any claim,
issue or matter as to which he or she shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery of
the State of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. To the extent that a present or former
director or officer of the corporation has been successful on the merits or
otherwise in defending any such action, suit or proceeding referred to above
or any claim, issue or matter therein, he or she is entitled to
indemnification against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith. The indemnification
and advancement of expenses provided by or granted pursuant to Section 145 is
not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled, and a corporation may purchase and
maintain insurance against liabilities asserted against and incurred by any
former or current, director, officer, employee or agent of the corporation, or
a person who 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, whether or not the power to
indemnify is provided by the statute.
Article Tenth of the Company's Certificate of Incorporation and
Article VIII of the Company's By-laws provide for the indemnification of its
directors and officers as authorized by Section 145 of the DGCL.
The Company's and its subsidiaries' directors and officers are
insured (subject to certain exceptions and deductions) against liabilities
which they may incur in their capacity as such, including liabilities under
the Securities Act, under liability insurance policies carried by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Incorporation by
Numbers Description Reference to
------- ----------- ------------
4.1 The Rite Aid 401(k) Plan Filed herewith
4.2 Amendment No. 1 to The Rite Aid 401(k) Plan, effective Filed herewith
May 8, 2002
4.3 Amendment Number Two to The Rite Aid 401(k) Plan, effective Filed herewith
January 1, 2002
4.4 Amendment Number Three to The Rite Aid 401(k) Plan, effective Filed herewith
on date which Final Order has been entered pursuant to the
terms of the Settlement Agreement, dated February 25, 2003
4.5 Amendment Number Three to The Rite Aid 401(k) Plan, effective Filed herewith
April 1, 2003, dated April 9, 2003
4.6 Amendment Number Four to The Rite Aid 401(k) Plan, effective Filed herewith
May 27, 2003
4.7 Amendment Number Five to The Rite Aid 401(k) Plan, effective Filed herewith
January 1, 2003
4.8 Rite Aid 401(k) Distribution Employees Savings Plan Filed herewith
4.9 Amendment Number One to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective as of the dates set
forth therein
4.10 Amendment Number Two to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective on date which Final Order
has been entered pursuant to the terms of the Settlement
Agreement, dated February 25, 2003
4.11 Amendment Number Two to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective April 1, 2003
4.12 Amendment Number Three to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective May 27, 2003
4.13 Amendment Number Four to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective as of the dates set
forth therein
4.14 Perry Distributors, Inc. 401(k) Plan Filed herewith
4.15 Amendment Number One to the Perry Distributors, Inc. 401(k) Filed herewith
Plan, effective as of the dates set forth therein
4.16 Amendment Number Two to the Perry Distributors, Inc. 401(k) Filed herewith
Plan, effective on date which Final Order has been entered
pursuant to the terms of the Settlement Agreement, dated
February 12, 2003
4.17 Amendment No. 2 to the Perry Distributors, Inc. 401(k) Plan, Filed herewith
effective April 1, 2003
4.18 Amendment No. 3 to the Perry Distributors, Inc. 401(k) Plan, Filed herewith
effective May 27, 2003
4.19 Amendment Number 4 to the Perry Distributors, Inc. 401(k) Filed herewith
Plan, effective January 1, 2003
4.20 Amendment Number 5 to the Perry Distributors, Inc. 401(k) Filed herewith
Plan, effective on various dates
4.21 Restated Certificate of Incorporation dated December 12, 1996 Exhibit 3(i) to Form 8-K, filed on
November 2, 1999
4.22 Certificate of Amendment to the Restated Certificate of Exhibit 3(ii) to Form 8-K, filed on
Incorporation dated February 22, 1999 November 2, 1999
4.23 Certificate of Amendment to the Restated Certificate of Exhibit 3.4 to Form S-1, File No.
Incorporation dated June 27, 2001 333-64950, filed on July 12, 2001
4.24 By-laws, as amended on November 8, 2000 Exhibit 3.1 to Form 8-K, filed on
November 13, 2000
4.25 Amendment to By-laws, adopted January 30, 2002 Exhibit T3B.2 to Form T-3, filed on
March 4, 2002
23 Consent of Deloitte & Touche LLP Filed herewith
24 Power of Attorney Included on the signature pages to this
registration statement
The Company will submit or has submitted the Plans and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify the
Plans.
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 Securities Act of 1933;
(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. 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 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 the effective
registration statement;
(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) of this
section 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 Securities Exchange
Act of 1934 that are incorporated by reference in the 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 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 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 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 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 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.
SIGNATURES
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 City of Camp Hill, State of Pennsylvania, on May
28, 2003.
RITE AID CORPORATION
By: /s/ Robert G. Miller
____________________________________
Name: Robert G. Miller
Title: Chairman of the Board of
Directors and Chief
Executive Officer
Each person whose signature appears below hereby constitutes and
appoints Robert B. Sari and Kevin Twomey and each of them, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all (1) amendments (including
post-effective amendments) to this registration statement and (2) registration
statements, and any and all amendments thereto (including post-effective
amendments), for the same offering which may be filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or his or
her substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
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 date indicated:
Signature Title Date
/s/ Robert G. Miller Chairman of the Board of Directors May 28, 2003
---------------------- and Chief Executive Officer
Robert G. Miller
/s/ Mary F. Sammons President, Chief Operating May 28, 2003
---------------------- Officer and Director
Mary F. Sammons
/s/ John T. Standley Senior Executive Vice President May 28, 2003
---------------------- and Chief Administrative Officer
John T. Standley
/s/ Christopher Hall Executive Vice President May 28, 2003
---------------------- and Chief Financial Officer
Christopher Hall
/s/ Kevin Twomey Senior Vice President and May 28, 2003
---------------------- Chief Accounting Officer
Kevin Twomey
/s/ John G. Danhakl
---------------------- Director May 28, 2003
John G. Danhakl
/s/ Alfred M. Gleason
---------------------- Director May 28, 2003
Alfred M. Gleason
/s/ George G. Golleher
---------------------- Director May 28, 2003
George G. Golleher
/s/ Colin V. Reed
---------------------- Director May 28, 2003
Colin V. Reed
/s/ Stuart M. Sloan
---------------------- Director May 28, 2003
Stuart M. Sloan
Jonathan D. Sokoloff
---------------------- Director May 28, 2003
Jonathan D. Sokoloff
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in City of City of Camp Hill, State of
Pennsylvania, on May 28, 2003.
THE RITE AID 401(k) PLAN
By: /s/ Theresa G. Nichols
____________________________________
not in her individual capacity, but
solely as an authorized signatory
for the Employee Benefits
Administration Committee
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in City of Camp Hill, State of
Pennsylvania, on May 28, 2003.
RITE AID 401(k) DISTRIBUTION EMPLOYEES
SAVINGS PLAN
By: /s/ Theresa G. Nichols
____________________________________
not in her individual capacity, but
solely as an authorized signatory
for the Employee Benefits
Administration Committee
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in City of Camp Hill, State of
Pennsylvania, on May 28, 2003.
PERRY DISTRIBUTORS, INC. 401(k) PLAN
By: /s/ Theresa G. Nichols
______________________________________
not in her individual capacity, but
solely as an authorized signatory
for the Employee Benefits
Administration Committee
EXHIBIT INDEX
Exhibit Incorporation by
Numbers Description Reference to
------- ----------- ------------
4.1 The Rite Aid 401(k) Plan Filed herewith
4.2 Amendment No. 1 to The Rite Aid 401(k) Plan, effective Filed herewith
May 8, 2002
4.3 Amendment Number Two to The Rite Aid 401(k) Plan, effective Filed herewith
January 1, 2002
4.4 Amendment Number Three to The Rite Aid 401(k) Plan, effective Filed herewith
on date which Final Order has been entered pursuant to the
terms of the Settlement Agreement, dated February 25, 2003
4.5 Amendment Number Three to The Rite Aid 401(k) Plan, effective Filed herewith
April 1, 2003, dated April 9, 2003
4.6 Amendment Number Four to The Rite Aid 401(k) Plan, effective Filed herewith
May 27, 2003
4.7 Amendment Number Five to The Rite Aid 401(k) Plan, effective Filed herewith
January 1, 2003
4.8 Rite Aid 401(k) Distribution Employees Savings Plan Filed herewith
4.9 Amendment Number One to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective as of the dates set
forth therein
4.10 Amendment Number Two to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective on date which Final Order
has been entered pursuant to the terms of the Settlement
Agreement, dated February 25, 2003
4.11 Amendment Number Two to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective April 1, 2003
4.12 Amendment Number Three to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective May 27, 2003
4.13 Amendment Number Four to the Rite Aid 401(k) Distribution Filed herewith
Employees Savings Plan, effective as of the dates set
forth therein
4.14 Perry Distributors, Inc. 401(k) Plan Filed herewith
4.15 Amendment Number One to the Perry Distributors, Inc. 401(k) Filed herewith
Plan, effective as of the dates set forth therein
4.16 Amendment Number Two to the Perry Distributors, Inc. 401(k) Filed herewith
Plan, effective on date which Final Order has been entered
pursuant to the terms of the Settlement Agreement, dated
February 12, 2003
4.17 Amendment No. 2 to the Perry Distributors, Inc. 401(k) Plan, Filed herewith
effective April 1, 2003
4.18 Amendment No. 3 to the Perry Distributors, Inc. 401(k) Plan, Filed herewith
effective May 27, 2003
4.19 Amendment Number 4 to the Perry Distributors, Inc. 401(k) Filed herewith
Plan, effective January 1, 2003
4.20 Amendment Number 5 to the Perry Distributors, Inc. 401(k) Filed herewith
Plan, effective on various dates
4.21 Restated Certificate of Incorporation dated December 12, 1996 Exhibit 3(i) to Form 8-K, filed on
November 2, 1999
4.22 Certificate of Amendment to the Restated Certificate of Exhibit 3(ii) to Form 8-K, filed on
Incorporation dated February 22, 1999 November 2, 1999
4.23 Certificate of Amendment to the Restated Certificate of Exhibit 3.4 to Form S-1, File No.
Incorporation dated June 27, 2001 333-64950, filed on July 12, 2001
4.24 By-laws, as amended on November 8, 2000 Exhibit 3.1 to Form 8-K, filed on
November 13, 2000
4.25 Amendment to By-laws, adopted January 30, 2002 Exhibit T3B.2 to Form T-3, filed on
March 4, 2002
23 Consent of Deloitte & Touche LLP Filed herewith
24 Power of Attorney Included on the signature pages to this
registration statement