Registration No. 33- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REX STORES CORPORATION (Exact name of registrant as specified in its charter) Delaware 31-1095548 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2875 Needmore Road, Dayton, Ohio 45414 (Address of principal executive offices) (Zip Code) REX STORES CORPORATION 1995 OMNIBUS STOCK INCENTIVE PLAN (Full title of the plan) Stuart Rose Chairman REX Stores Corporation 2875 Needmore Road Dayton, Ohio 45414 (Name and address of agent for service) (513) 276-3931 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of to be Registered Registered Price Per Share Offering Price Registration Fee ----------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value.... 550,000 shares $17.75 (1) $ 9,762,500(1) $3,366 ----------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value.... 450,000 shares $18.125 $ 8,156,250 $2,813 ----------------------------------------------------------------------------------------------------------- Total....................... 1,000,000 shares $17,918,750 $6,179 ----------------------------------------------------------------------------------------------------------- (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933 and calculated upon the basis of the average of the high and low sales prices of the Common Stock reported on the New York Stock Exchange on September 11, 1995.
This registration statement covers additional shares of the registrant's common stock that may be issued pursuant to options, stock appreciation rights, restricted stock and other stock-based awards granted under the REX Stores Corporation 1995 Omnibus Stock Incentive Plan (the 'Plan'). An earlier registration statement filed on Form S-8 (Registration No. 33-81706) covering shares of common stock issuable under the Plan is effective. Pursuant to General Instruction E to Form S-8, the contents of post-effective amendment No. 1 to the earlier registration statement, including exhibits, are incorporated herein by reference. The following opinion, consents and powers of attorney are filed as part of this registration statement: 5 (a) - Opinion of Chernesky, Heyman & Kress 23(a) - Consent of Arthur Andersen LLP 23(b) - Consent of Chernesky, Heyman & Kress (included in Exhibit 5(a)) 24 - Powers of attorney of each person who signed this registration statement on behalf of another pursuant to a power of attorney 2
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, hereunto duly authorized, in the City of Dayton, State of Ohio, on September 14, 1995. REX STORES CORPORATION By: Stuart Rose ------------------------ (Stuart Rose, Chairman of the Board) 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 Capacity Date Stuart Rose Chairman of the Board ) -------------------- and Chief Executive ) (Stuart Rose) Officer (principal ) executive officer) ) ) Douglas Bruggeman Vice President Finance ) -------------------- and Treasurer ) (Douglas Bruggeman) (principal financial ) and accounting ) officer) ) ) Lawrence Tomchin* President, Chief ) September 14, 1995 -------------------- Operating Officer ) (Lawrence Tomchin) and Director ) ) Edward Kress Secretary and Director ) -------------------- ) (Edward Kress) ) ) Robert Davidoff* Director ) -------------------- ) (Robert Davidoff) ) ) Tibor Fabian* Director ) -------------------- ) (Tibor Fabian) ) *By: Stuart Rose ------------------------------- (Stuart Rose, Attorney-in-Fact) 3
Exhibit 5(a) CHERNESKY, HEYMAN & KRESS Attorneys at Law 1100 Courthouse Plaza, S.W. Dayton, Ohio 45402 513/449-2800 September 14, 1995 REX Stores Corporation 2875 Needmore Road Dayton, OH 45414 Gentlemen: We have acted as counsel for REX Stores Corporation, a Delaware corporation (the 'Company'), in connection with the registration by the Company under the Securities Act of 1933 of an additional 1,000,000 shares of the Company's Common Stock, $.01 par value per share (the 'Common Stock'), issuable pursuant to options, stock appreciation rights, restricted stock and other stock-based awards granted under the Company's 1995 Omnibus Stock Incentive Plan (the 'Plan') pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission. For purposes of rendering this opinion, we have examined such corporate records and proceedings of the Company, agreements and instruments and made investigation of such matters as in our judgment permit us to render an informed opinion on the matters set forth herein. Based on the foregoing, it is our opinion that the additional 1,000,000 shares of Common Stock issuable under the Plan have been duly authorized and, when issued and paid for in accordance with the Plan, will be validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8. Very truly yours, Chernesky, Heyman & Kress Chernesky, Heyman & Kress
Exhibit 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 20, 1995 included in the Company's Form 10-K for the year ended January 31, 1995. Arthur Andersen LLP Dayton, Ohio September 14, 1995
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity as a director or officer, or both, of REX Stores Corporation, a Delaware corporation (the 'Company'), hereby constitutes and appoints Stuart A. Rose and Edward M. Kress, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Company's Registration Statement on Form S-8 covering 1,000,000 shares of the Company's Common Stock, $.01 par value per share, and to sign any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and any one of them, 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 might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this instrument on this 28th day of July, 1995. Lawrence Tomchin Lawrence Tomchin
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity as a director or officer, or both, of REX Stores Corporation, a Delaware corporation (the 'Company'), hereby constitutes and appoints Stuart A. Rose and Edward M. Kress, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Company's Registration Statement on Form S-8 covering 1,000,000 shares of the Company's Common Stock, $.01 par value per share, and to sign any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and any one of them, 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 might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this instrument on this 25th day of July, 1995. Robert Davidoff Robert Davidoff
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity as a director or officer, or both, of REX Stores Corporation, a Delaware corporation (the 'Company'), hereby constitutes and appoints Stuart A. Rose and Edward M. Kress, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Company's Registration Statement on Form S-8 covering 1,000,000 shares of the Company's Common Stock, $.01 par value per share, and to sign any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and any one of them, 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 might or could do in person, hereby ratifying and confirming all that such attorneys- in-fact and agents or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this instrument on this 26th day of July, 1995. Tibor Fabian Tibor Fabian