As filed with the Securities and Exchange Commission on August 23, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Delaware 13-3139732
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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Copy to:
Edward M. Kane, Esq.
Richards & O'Neil, LLP
43 Arch Street
Greenwich, Connecticut 06830
(203) 869-6222
The Exhibit Index is on page 10
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers such additional indeterminate number of shares as may be issuable under the Tractor Supply Company 1996 Associate Stock Purchase Plan (the "Plan") as a result of certain stock dividends, stock splits, reorganizations and other similar transactions.
(2) The proposed maximum aggregate offering price, estimated solely for the purpose of calculating the registration fee, has been computed pursuant to Rule 457(h) promulgated under the Securities Act and is based on the average of the high and low prices of Tractor Supply Company's Common Stock, par value $.008 per share (the "Common Stock"), on August 19, 1996, as reported by the Nasdaq National Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document or documents containing the information specified in Part I are not required to be filed by Tractor Supply Company (the "Company") with the Securities and Exchange Commission (the "Commission") as part of this Form S-8 Registration Statement (the "Registration Statement").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been previously filed by the Company with the Commission and are incorporated in this Registration Statement by reference:
a. The Company's annual report on Form 10-K for the fiscal year ended December 30, 1995.
b. The Company's quarterly report on Form 10-Q for the fiscal quarter ended March 30, 1996.
c. The Company's quarterly report on Form 10-Q for the fiscal quarter ended June 29, 1996.
d. The description of the Company's Common Stock contained in its Registration Statement on Form 8-A, filed with the Commission on January 31, 1994, as amended by the Form 8-A/A of the Company, filed with the Commission on February 14, 1994, and any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement indicating 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 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 which 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. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") grants each corporation organized thereunder, such as the Company, the power to indemnify its directors and officers against liabilities for certain of their acts. Article VI of the Amended and Restated By-Laws of the Company provides for indemnification of directors and officers of the Company to the extent permitted by Section 145 of the DGCL. Section 102(b)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as the Company, eliminating or limiting, with certain exceptions, the personal liability of a director to the corporation or its stockholders for monetary damages for certain breaches of fiduciary duty as a director. Article Seventh of the Restated Certificate of Incorporation of the Company eliminates the liability of directors except to the extent that such liability arises (i) from a breach of the director's duty of loyalty to the Company or its stockholders, (ii) as a result of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) from any transaction from which the director derived an improper personal benefit. The foregoing statements are subject to the detailed provisions of Section 102(b)(7) of the DGCL, Article Seventh of the Restated Certificate of Incorporation of the Company and Article VI of the Amended and Restated By-Laws of the Company, as applicable.
The Company maintains directors' and officers' liability insurance which insures against certain liabilities that directors and officers of the Company may incur in such capacities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed (except where otherwise indicated) as part of this Registration Statement:
Exhibit No. Description
- ----------- -----------
4.1 Restated Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on
February 14, 1994 (filed as Exhibit 3.5 to Amendment No. 2 to the Company's Registration Statement
on Form S-1, Registration No. 33-73028, filed with the Commission on February 14, 1994, and
incorporated herein by reference).
4.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Company, filed with the
Delaware Secretary of State on April 28, 1995 (filed as Exhibit 1 to the Company's quarterly report
on Form 10-Q for the fiscal quarter ended July 1, 1995, filed with the Commission on August 4, 1995,
and incorporated herein by reference).
4.3 Amended and Restated By-Laws of the Company (filed as Exhibit 3.7 to the Company's Registration
Statement on Form S-1, Registration No. 33-73028, filed with the Commission on December 17, 1993,
and incorporated herein by reference).
4.4 1996 Associate Stock Purchase Plan.
5 Opinion of Richards & O'Neil, LLP as to the legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP to the incorporation by reference in this Registration Statement of
their report on the financial statements included in the Company's annual report on Form 10-K for
the fiscal year ended December 30, 1995.
23.2 Consent of Richards & O'Neil, LLP (included in the opinion filed as Exhibit 5).
24.1 Power of Attorney, dated August 5, 1996, of Joseph H. Scarlett, Jr.
24.2 Power of Attorney, dated August 5, 1996, of Gerald E. Newkirk.
24.3 Power of Attorney, dated August 5, 1996, of Thomas O. Flood.
24.4 Power of Attorney, dated August 5, 1996, of Joseph D. Maxwell.
24.5 Power of Attorney, dated August 5, 1996, of Thomas J. Hennesy, III.
24.6 Power of Attorney, dated August 5, 1996, of Joseph M. Rodgers.
24.7 Power of Attorney, dated August 5, 1996, of Douglas J. Tigert.
24.8 Power of Attorney, dated August 5, 1996, of S.P. Braud.
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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;
(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;
(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 Exchange Act that are incorporated by reference 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.
(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, each filing of the registrant's annual report pursuant to Section 13(a) or 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 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Nashville, State of Tennessee, on this 23rd day of August, 1996.
TRACTOR SUPPLY COMPANY
By:/s/ Joseph H. Scarlett, Jr. *
-----------------------------------
Joseph H. Scarlett, Jr.
Chairman of the Board and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Joseph H. Scarlett, Jr. * Chairman of the Board, Chief August 23, 1996
------------------------------- Executive Officer and Director
Joseph H. Scarlett, Jr. (Principal Executive Officer)
/s/ Gerald E. Newkirk * President, Chief Operating Officer August 23, 1996
------------------------------- and Director
Gerald E. Newkirk
/s/ Thomas O. Flood * Senior Vice President -- August 23, 1996
- -------------------------------- Administration and Finance,
Thomas O. Flood Treasurer, Chief Financial Officer
and Director (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Joseph D. Maxwell * Director August 23, 1996
-------------------------------
Joseph D. Maxwell
/s/ Thomas J. Hennesy, III * Director August 23, 1996
-------------------------------
Thomas J. Hennesy, III
/s/ Joseph M. Rodgers * Director August 23, 1996
-------------------------------
Joseph M. Rodgers
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Signature Title Date /s/ Douglas J. Tigert * Director August 23, 1996 ------------------------------- Douglas J. Tigert /s/ S.P. Braud * Director August 23, 1996 ------------------------------- S.P. Braud |
* By: /s/ Michael J. Kincaid
------------------------------
Michael J. Kincaid
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on
February 14, 1994 (filed as Exhibit 3.5 to Amendment No. 2 to the Company's Registration Statement
on Form S-1, Registration No. 33-73028, filed with the Commission on February 14, 1994, and
incorporated herein by reference).
4.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Company, filed with the
Delaware Secretary of State on April 28, 1995 (filed as Exhibit 1 to the Company's quarterly report
on Form 10-Q for the fiscal quarter ended July 1, 1995, filed with the Commission on August 4, 1995,
and incorporated herein by reference).
4.3 Amended and Restated By-Laws of the Company (filed as Exhibit 3.7 to the Company's Registration
Statement on Form S-1, Registration No. 33-73028, filed with the Commission on December 17, 1993,
and incorporated herein by reference).
4.4 1996 Associate Stock Purchase Plan.
5 Opinion of Richards & O'Neil, LLP as to the legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP to the incorporation by reference in this Registration Statement of
their report on the financial statements included in the Company's annual report on Form 10-K for
the fiscal year ended December 30, 1995.
23.2 Consent of Richards & O'Neil, LLP (included in the opinion filed as Exhibit 5).
24.1 Power of Attorney, dated August 5, 1996, of Joseph H. Scarlett, Jr.
24.2 Power of Attorney, dated August 5, 1996, of Gerald E. Newkirk.
24.3 Power of Attorney, dated August 5, 1996, of Thomas O. Flood.
24.4 Power of Attorney, dated August 5, 1996, of Joseph D. Maxwell.
24.5 Power of Attorney, dated August 5, 1996, of Thomas J. Hennesy, III.
24.6 Power of Attorney, dated August 5, 1996, of Joseph M. Rodgers.
24.7 Power of Attorney, dated August 5, 1996, of Douglas J. Tigert.
24.8 Power of Attorney, dated August 5, 1996, of S.P. Braud.
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EXHIBIT 4.4
1996 ASSOCIATE STOCK PURCHASE PLAN
TRACTOR SUPPLY COMPANY
1996 ASSOCIATE STOCK PURCHASE PLAN
Tractor Supply Company (the "Company") does hereby
establish its 1996 Associate Stock Purchase Plan (the "Plan") as follows:
1. PURPOSE
The purpose of the Plan is to provide associates of
the Company and its subsidiaries with an opportunity to purchase Common Stock
of the Company through accumulated payroll deductions. It is the intention of
the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
2. DEFINITIONS
(a) "Associate" shall mean any person who is
customarily employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or any Subsidiary of the Company.
(b) "Board" shall mean the Board of Directors of the Company and any committee of the Board appointed pursuant to Section 13 hereof.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Common Stock" shall mean the Common Stock, $.008 par value per share, of the Company.
(e) "Company" shall mean Tractor Supply Company, a Delaware corporation.
(f) "Compensation" shall mean all regular straight time earnings and all payments for overtime, shift premium, incentive compensation, bonuses, payments in lieu of vacation or sick leave, and commissions, in each case before any deductions required by law or authorized by the Employee, including, without limitation, pursuant to any deferred compensation arrangement. Compensation does not include any other cash payment or employee benefit, including, without limitation, severance payments, payments by the Company of social security, worker's compensation, unemployment compensation, any disability payments or other payments required by statute, and any payments or contributions by the Company for insurance or other employee benefit plans.
(g) "Continuous Status as an Associate" shall mean the absence of any interruption or termination of service as an Associate. Continuous Status as an Associate shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company or any Subsidiary of the Company, provided either that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.
(h) "Enrollment Date" shall mean the first day of each Offering Period.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(j) "Exercise Date" shall mean the last day of an Offering Period.
(k) "Fair Market Value" of a share of Common
Stock on any date shall mean an amount determined by the Board on such basis as
it, acting in good faith, shall deem appropriate; provided, however, that (i)
in the event the Common Stock is then quoted on the Nasdaq National Market, the
Fair Market Value of a share of Common Stock on any date shall mean the closing
price of a share of Common Stock on the Nasdaq National Market on such date,
(ii) in the event the Common Stock is then traded over the counter but is not
quoted on the Nasdaq National Market, the Fair Market Value of a share of
Common Stock on any date shall mean the average of the closing bid and asked
prices on such date, and (iii) in the event the Common Stock is then listed on
any stock exchange, the Fair Market Value of a share of Common Stock on any
date shall mean the closing price on the principal such exchange on such date.
Whenever possible, the determination of Fair Market Value shall be based on the
prices reported in The Wall Street Journal. In the event that a closing price,
or bid or asked price, is not available for a particular date, the Fair Market
Value of a share of Common Stock of the Company on such date shall be the Fair
Market Value of a share of Common Stock of the Company on the last business day
prior to such date for which a closing price, or bid and asked price, is
available.
(l) "Offering Period" shall mean each period during which an Associate may acquire shares of Common Stock under the Plan as provided in Section 4 hereof.
(m) "Parent" of the Company shall mean, at the time of the granting of any option under the Plan, any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations in such unbroken chain (other than the Company) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such unbroken chain.
(n) "Plan" shall mean this 1996 Associate Stock Purchase Plan.
(o) "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(p) "Subsidiary" of the Company shall mean, at the time of the granting of any option under the Plan, any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations in such unbroken chain (other than the last such corporation) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such unbroken chain.
3. ELIGIBILITY
(a) Any Associate who is employed by the Company or any Subsidiary of the Company on a given Enrollment Date shall be eligible to participate in the Plan, subject to any limitations imposed by Section 423(b) of the Code.
(b) Any provisions of the Plan to the contrary notwithstanding, no Associate shall be granted an option under the Plan (i) if, immediately after the grant, such Associate (or any other person whose stock would be attributed to such Associate pursuant to Section 424(d) of the Code) would own stock or hold outstanding options to purchase stock possessing in the aggregate five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company (or of any Parent or Subsidiary of the Company), or (ii) which permits such Associate's rights to purchase stock under all employee stock purchase plans of the Company (and under all employee stock purchase plans maintained by any Parent or Subsidiary of the Company) to accrue at a rate which exceeds Twenty- Five Thousand Dollars ($25,000) of Fair Market Value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding. For this purpose, a right to purchase stock accrues when it first becomes exercisable during the calendar year.
4. OFFERING PERIODS
The Plan shall be implemented by consecutive three
(3) month Offering Periods with a new Offering Period commencing on January 1,
April 1, July 1 and October 1 of each year, commencing October 1, 1996, or as
otherwise determined by the Board, and continuing thereafter until the Plan is
terminated in accordance with Section 19 hereof. The Board shall have the power
to change the duration of Offering Periods with respect to future offerings.
5. PARTICIPATION
(a) An eligible Associate may become a participant in the Plan for any Offering Period by completing a subscription agreement authorizing payroll deductions on the form provided by the Company and filing it with the Company's Payroll Department during normal business hours at least fifteen days prior to the applicable Enrollment Date. Once enrolled, a participant will continue to participate in the Plan for each succeeding Offering Period until the withdrawal of the participant from the Plan in accordance with Section 10 hereof.
(b) Payroll deductions for a participant shall
commence on the first payroll date coinciding with or following the Enrollment
Date for each Offering Period and shall end on the last payroll date in each
Offering Period until the withdrawal of the participant in accordance with
Section 10 hereof.
6. PAYROLL DEDUCTIONS
(a) At the time a participant files his or her subscription agreement, the participant shall elect to have payroll deductions made on each payroll date during each Offering Period. A participant may authorize payroll deductions in a fixed dollar amount or fixed percentage of Compensation per payroll date, subject to Section 3(b) hereof and any minimum or other limitation specified by the Board.
(b) All payroll deductions made by a participant shall be credited to his or her account under the Plan. A participant may not make any additional payments into such account.
(c) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, may reduce the rate of his or her payroll deductions by delivery of written notice to the Payroll Department at least fifteen days prior to the payroll date for which such reduction is to be effective and may increase (subject to any limitations adopted by the Board pursuant to Section 6(a) hereof) the rate of his or her payroll deductions effective as of the Enrollment Date of the next Offering Period by completing a new subscription agreement and filing it with the Company at least fifteen days prior to such Enrollment Date.
(d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and paragraph 3(b) hereof, a participant's payroll deductions may be decreased to 0% during any Offering Period at such time as the aggregate of all payroll deductions accumulated with respect to such Offering Period and any other Offering Periods ending within the same calendar year under the Plan (and under any other employee stock purchase plan maintained by the Company, or any Parent or Subsidiary of the Company) equal $21,250. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless the participant's participation in the Plan is sooner terminated pursuant to Section 10 hereof.
7. GRANT OF OPTION
(a) On the Enrollment Date of each Offering Period, each eligible Associate participating in such Offering Period shall be deemed to have been granted an option to purchase on the Exercise Date for such Offering Period up to the number of full shares of the Company's Common Stock determined by dividing such Associate's payroll deductions accumulated during such Offering Period by the applicable option price per share for such Offering Period.
(b) The option price per share of Common Stock in
a given Offering Period shall be the lower of: (i) 85% of the Fair Market Value
of a share of Common Stock on the Enrollment Date for such Offering Period; and
(ii) 85% of the Fair Market Value of a share of Common Stock of the Company on
the Exercise Date for such Offering Period.
8. EXERCISE OF OPTION
Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares
will be exercised automatically on the Exercise Date of each Offering Period,
and the maximum number of full shares subject to such option will be purchased
for the participant at the applicable option price with the accumulated payroll
deductions in his or her account. A participant's option to purchase shares
hereunder is exercisable only by the participant during his or her lifetime.
Any amount remaining in the participant's account after an Exercise Date as a
result of being insufficient to purchase a full share of Common Stock shall be
held in the participant's account until the Exercise Date in the next Offering
Period or the earlier withdrawal of the participant from the Plan pursuant to
Section 10 hereof.
9. DELIVERY
Shares of Common Stock purchased on any Exercise Date shall be delivered to a broker designated by the Board to hold shares for the benefit of participants in the Plan. Such shares shall be delivered as physical certificates or by means of a book entry system as determined by the Board from time to time. Although a participant may direct the broker to sell such shares at any time (subject to the restrictions of Section 15 hereof and applicable securities laws), the shares otherwise must be held in an account with the broker designated by the Board until 24 months after the Enrollment Date of the Offering Period during which the shares were purchased. Following such 24-month period, a participant may transfer his or her shares to another broker or to any other person but all costs incident to such transfer shall be paid by the participant.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT
(a) A participant may withdraw all but not less than all of the payroll deductions credited to his or her account under the Plan at any time prior to the Exercise Date of any Offering Period by giving written notice to the Company. All of the participant's payroll deductions credited to his or her account will be paid to the participant promptly after receipt of the participant's notice of withdrawal and the participant's participation in the Plan will be automatically terminated, and no further payroll deductions for the purchase of shares will be made. Payroll deductions will not resume on behalf of a participant who has withdrawn from the Plan unless a new subscription agreement is delivered to the Company at least fifteen days prior to the Enrollment Date for any succeeding Offering Period directing the Company to resume payroll deductions.
(b) Upon termination of a participant's
Continuous Status as an Associate prior to the Exercise Date of an Offering
Period for any reason, including retirement, death or the failure to be
customarily employed for at least twenty (20) hours per week and more than five
(5) months per calendar year, the payroll deductions credited to the
participant's account will be returned to the participant or, in the case of
death, to the person or persons entitled thereto under Section 14 hereof, and
such participant's option will be automatically terminated.
11. INTEREST
No interest shall accrue on the payroll deductions of a participant in the Plan.
12. STOCK
(a) Subject to the approval of an increase in the number of authorized shares of the Company's Common Stock by the stockholders of the Company, the maximum number of shares of the Company's Common Stock that shall be made available for sale under the Plan shall be 1,000,000 shares. Until such time as the stockholders of the Company have approved an increase in the number of authorized shares of the Company's Common Stock, the maximum number of shares of the Company's Common Stock that shall be made available for sale under the Plan shall be 500,000 shares. The number of shares of the Company's Common Stock that shall be made available for sale under the Plan shall be subject to certain adjustments upon changes in capitalization of the Company as provided in Section 18 hereof. The shares of Common Stock sold under the Plan may be authorized but unissued shares, reacquired shares held in treasury or shares purchased on the open market. If on a given Exercise Date the number of shares with respect to which options are to be exercised exceeds the number of shares then available, the Company shall make a pro rata allocation of the remaining shares in as uniform a manner as shall be practicable and as it shall determine to be equitable.
(b) A participant will have no interest or voting right in shares of Common Stock covered by the participant's option until such option has been exercised.
(c) Shares sold to a participant under the Plan will be registered in the name of the participant or in the name of the participant and the participant's spouse.
13. ADMINISTRATION
The Plan shall be administered by the Board or a committee appointed by the Board. The administration, interpretation and application of the Plan by the Board and its committee shall be final, conclusive and binding upon all participants. Members of the Board who are eligible Associates are permitted to participate in the Plan, provided that:
(a) Members of the Board who are eligible to participate in the Plan may not vote on any matter affecting the administration of the Plan or the grant of any option pursuant to the Plan; and
(b) If a committee is established to administer the Plan, no member of the Board who is eligible to participate in the Plan may be a member of the committee.
14. DESIGNATION OF BENEFICIARY
(a) A participant may file a written designation of a beneficiary who is to receive any shares and cash from the participant's account under the Plan in the event of such participant's death with the Company's Payroll Department.
(b) Such designation of beneficiary may be changed by the participant at any time by written notice to the Company's Payroll Department. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver any shares and cash in the participant's account to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
15. TRANSFERABILITY
Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 14 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 10 hereof.
16. USE OF FUNDS
All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.
17. REPORTS
Individual accounts will be maintained for each participant in the Plan. A statement of account will be given to each participant quarterly promptly following each Exercise Date, which statement will set forth the amount of payroll deductions for the preceding
Offering Period, the per share option price in effect and the number of shares purchased on such Exercise Date, and the remaining cash balance, if any.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
(a) Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but have not yet been placed under option (collectively, the "Reserves"), as well as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a stock split or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of shares of outstanding Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option under the Plan.
(b) In the event of the proposed dissolution or liquidation of the Company, any then current Offering Period will terminate immediately prior to the consummation of such proposed action unless otherwise provided by the Board. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation, or a parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole discretion, that each participant shall have the right to exercise any unexercised option in lieu of such assumption or substitution. If the Board makes any unexercised options fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify each participant that such participant's unexercised option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and such option will terminate upon the expiration of such period.
(c) The Board, if it so determines in the exercise of its sole discretion, may also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into any other corporation.
19. AMENDMENT OR TERMINATION
The Board may at any time terminate or amend the Plan. No such termination shall affect options previously granted, nor may an amendment make any change in any option theretofore granted which adversely affects the rights of any participant, nor may an amendment be made without the approval of the stockholders of the Company if such amendment would:
(a) Increase the number of shares that may be issued under the Plan (except any increase adopted pursuant to Section 18(a) hereof); or
(b) Modify the requirements concerning which associates (or class of associates) are eligible for participation in the Plan.
20. NOTICES
All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
21. STOCKHOLDER APPROVAL
(a) Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve months after the date the Plan was adopted. If such stockholder approval is obtained at a duly held stockholders' meeting, it may be obtained by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock of the Company present or represented and entitled to vote thereon, which approval shall be:
(i) Solicited substantially in accordance with
Section 14(a) of the Exchange Act; or
(ii) Solicited after the Company has furnished in writing to the holders entitled to vote substantially the same information concerning the Plan as that which would be required by the rules and regulations in effect under Section 14(a) of the Exchange Act at the time such information is furnished.
(b) In the case of approval by written consent, it must be obtained by the unanimous written consent of all stockholders of the Company.
22. INCOME TAX CONSEQUENCES
The Plan is designed to qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. Under Section 423 of the Code, a participant will not realize taxable income at the time the participant purchases stock under the Plan. However, a participant may be deemed to receive compensation taxable as ordinary income in the year in which the participant disposes of the stock or dies while holding the stock.
The rules applicable to the disposition of stock vary depending upon whether or not the disposition constitutes a "disqualifying disposition" (i.e., a disposition within two years after the Enrollment Date of the Offering Period during which the disposed of stock was purchased).
If a participant makes a disqualifying disposition, the participant will be deemed to receive compensation taxable as ordinary income in an amount equal to the excess of the value of the stock on the Exercise Date on which it was purchased over the amount paid for the stock, regardless of whether the proceeds of the disposition exceed the participant's purchase price. In such case, the participant's cost basis for the stock would be correspondingly increased by the amount recognized as compensation by the participant. The Company, at the time a disqualifying disposition is made, will collect from the participant the federal income tax withholding due on the additional compensation. The participant's capital gain or loss on the disqualifying disposition itself will be the difference between the participant's basis so adjusted and the proceeds of the disqualifying disposition.
If a participant should sell stock at a profit and the sale is not a disqualifying disposition, the participant would recognize as compensation taxable as ordinary income an amount equal to the lesser of (i) the excess of the Fair Market Value of the stock on the date of disposition over the participant's purchase price, or (ii) the "applicable discount" (for purposes of the Plan, 15%) applied to the Fair Market Value of the stock on the Enrollment Date of the Offering Period during which the stock was purchased. Any profit in excess of the amount recognized as compensation would be treated as capital gain. If the sale is at a loss and is not a disqualifying disposition, the difference between the participant's purchase price and the proceeds of the sale would be a capital loss.
If a participant dies at any time while holding the stock, the participant would be deemed to have received compensation taxable as ordinary income in the year of his or her death in an amount equal to the smaller of (i) the applicable discount applied to the Fair Market Value of the stock on the Enrollment Date of the Offering Period during which the stock was purchased, or (ii) the excess, if any, of the Fair Market Value of the stock on the date of death over the participant's purchase price.
INDIVIDUAL TAX IMPLICATIONS ATTENDANT TO PARTICIPATION IN THE PLAN ARE THE SOLE RESPONSIBILITY OF THE INDIVIDUAL PARTICIPANT. THE BRIEF DISCUSSION OF FEDERAL TAX CONSEQUENCES PROVIDED ABOVE IS NOT EXHAUSTIVE. PLEASE NOTE THAT THE LAW MAY CHANGE AND SPECIAL RULES ARE PROVIDED WITH RESPECT TO SITUATIONS NOT SPECIFICALLY DISCUSSED HEREIN.
THE COMPANY STRONGLY RECOMMENDS THAT EACH PARTICIPANT
CONSULT WITH A TAX ADVISOR PRIOR TO COMMENCING ANY TRANSACTION HEREUNDER.
23. NO EMPLOYMENT RIGHTS
Participation in the Plan will not impose any obligations upon the Company to continue the employment of any participant for any specific period and will not affect the right of the Company to terminate any participant's employment at any time, with or without cause.
24. CONDITIONS UPON ISSUANCE OF SHARES
(a) Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic and foreign, including, without limitation, the Securities Act, the Exchange Act and the requirements of the Nasdaq National Market or any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
(b) As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.
EXHIBIT 5
OPINION OF RICHARDS & O'NEIL, LLP
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK 10022-4873
(212) 207-1200
August 23, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Tractor Supply Company
Dear Sir or Madam:
We have acted as special counsel to Tractor Supply Company, a Delaware corporation (the "Company"), in connection with the proposed issuance of up to an aggregate of 1,000,000 shares (the "Shares") of the Company's common stock, par value $.008 per share ("Common Stock"), pursuant to the Company's 1996 Associate Stock Purchase Plan (the "Plan").
As such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purpose of rendering this opinion. In our examinations, we have assumed the genuineness of all documents submitted to us as originals and the conformity to originals and certified documents of all copies submitted to us as conformed copies.
In rendering the opinion below, we have assumed that (a) upon exercise of the options granted under the Plan (the "Options"), the Company will have a sufficient number of authorized shares of Common Stock not reserved for other purposes to permit the issuance of the Shares; and (b) prior to the dates of exercise of the Options, no change occurs in the applicable law or the pertinent facts. In particular, as to 500,000 of the Shares proposed to be issued under the Plan, we have assumed that the Company will have obtained the requisite consent of its stockholders to an appropriate increase in the number of authorized shares of Common Stock in accordance with the terms of the Plan prior to the issuance of such Shares.
Securities and Exchange Commission
August 23, 1996
We do not purport to be experts in, or to express any opinion herein concerning, the law of any jurisdiction other than the State of New York, the United States of America and the State of Delaware (but only insofar as set forth in the General Corporation Law of the State of Delaware).
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and reserved for issuance by the Company upon exercise of the Options and, when issued and sold against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 being filed herewith by the Company with the Securities and Exchange Commission. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Richards & O'Neil, LLP ---------------------------- |
EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 25, 1996, which appears on page 14 of the 1995 Annual Report to Stockholders of Tractor Supply Company (the "Company"), which is incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995.
/s/ Price Waterhouse LLP - ------------------------------ Nashville, Tennessee August 21, 1996 |
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Thomas O. Flood and Michael J. Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company (the "Company") relating to the Company's 1996 Associate Stock Purchase Plan and any and all amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said 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 as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Joseph H. Scarlett, Jr.
---------------------------------
Joseph H Scarlett, Jr.
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EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Thomas O. Flood and Michael J. Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company (the "Company") relating to the Company's 1996 Associate Stock Purchase Plan and any and all amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said 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 as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Gerald E. Newkirk
-----------------------------
Gerald E. Newkirk
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EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Joseph H. Scarlett, Jr. and Michael J. Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company (the "Company") relating to the Company's 1996 Associate Stock Purchase Plan and any and all amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said 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 as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Thomas O. Flood
---------------------------
Thomas O. Flood
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EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Thomas O. Flood and Michael J. Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company (the "Company") relating to the Company's 1996 Associate Stock Purchase Plan and any and all amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said 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 as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Joseph D. Maxwell
--------------------------------
Joseph D. Maxwell
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EXHIBIT 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Thomas O. Flood and Michael J. Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company (the "Company") relating to the Company's 1996 Associate Stock Purchase Plan and any and all amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said 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 as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Thomas J. Hennesy, III
---------------------------------
Thomas J. Hennesy, III
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EXHIBIT 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Thomas O. Flood and Michael J. Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company (the "Company") relating to the Company's 1996 Associate Stock Purchase Plan and any and all amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said 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 as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Joseph M. Rodgers
-------------------------------
Joseph M. Rodgers
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EXHIBIT 24.7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Thomas O. Flood and Michael J. Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company (the "Company") relating to the Company's 1996 Associate Stock Purchase Plan and any and all amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said 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 as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Douglas J. Tigert
---------------------------
Douglas J. Tigert
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EXHIBIT 24.8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Thomas O. Flood and Michael J. Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company (the "Company") relating to the Company's 1996 Associate Stock Purchase Plan and any and all amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said 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 as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ S.P. Braud
------------------------
S.P. Braud
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