As filed with the Securities and Exchange Commission on October 16, 2003
Registration No. 333-45856
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RETAIL VENTURES, INC.
(Exact name of Registrant as specified in its charter)
Ohio 20-0090238
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3241 Westerville Road
Columbus, Ohio 43224
(Address of Registrant's principal executive offices)
RETAIL VENTURES, INC.
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
James A. McGrady
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Retail Ventures, Inc.
3241 Westerville Road
Columbus, Ohio 43224
(614) 471-4722
(Name, address and telephone number of agent for service)
Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by Value City Department Stores, Inc., an Ohio corporation ("Value
City"), of a holding company form of organizational structure. The holding
company organizational structure was effected pursuant to an Agreement and Plan
of Merger (the "Merger Agreement") among Value City, Retail Ventures, Inc., an
Ohio corporation (the "Registrant"), and Value City Merger Sub, Inc., an Ohio
corporation and wholly owned subsidiary of the Registrant ("Merger
Corporation"). The Merger Agreement provides for, among other things, the merger
(the "Merger") of Merger Corporation with and into Value City, with Value City
as the surviving corporation. The Merger was approved by the shareholders of
Value City at a meeting for which proxies were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which was held on September 26, 2002.
As a result of the Merger, which was consummated at 12:01 a.m. on
October 8, 2003, Value City became a direct wholly owned subsidiary of the
Registrant. Each share of common stock, without par value, of Value City issued
and outstanding was converted into and exchanged for one share of common stock,
without par value, of the Registrant. Immediately prior to the consummation of
the Merger, the Registrant had nominal assets and liabilities.
In accordance with Rule 414 under the Securities Act, the Registrant,
as successor issuer to Value City, hereby expressly adopts this registration
statement as its own for all purposes of the Securities Act and the Exchange
Act. The Value City Department Stores, Inc. Amended and Restated Non-Employee
Director Stock Option Plan to which this registration statement relates (the
"Plan") shall be known as the Retail Ventures, Inc. Amended and Restated
Non-Employee Director Stock Option Plan. Subsequent to the holding company
reorganization, the Plan will continue to cover directors of Value City.
However, shares of stock issued in accordance with the Plan shall be shares of
stock of the Registrant rather than shares of Value City.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
-1-
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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of Ohio, on October
15, 2003.
RETAIL VENTURES, INC.
By: *John C. Rossler
-------------------------------------------------------
John C. Rossler, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
*Jay L. Schottenstein Chairman of the Board ) October 15, 2003
--------------------------------------- )
Jay L. Schottenstein )
)
)
*John C. Rossler President and Chief Executive Officer ) October 15, 2003
--------------------------------------- (Principal Executive Officer) )
John C. Rossler )
)
)
/s/ James A. McGrady Executive Vice President, Chief ) October 15, 2003
--------------------------------------- Financial Officer, Treasurer, and )
James A. McGrady Secretary (Principal Financial Officer) )
)
)
*Henry L. Aaron Director ) October 15, 2003
--------------------------------------- )
Henry L. Aaron )
)
)
*Ari Deshe Director ) October 15, 2003
--------------------------------------- )
Ari Deshe )
)
)
*Jon P. Diamond Director ) October 15, 2003
---------------------------------------- )
Jon P. Diamond )
)
)
*Elizabeth M. Eveillard Director ) October 15, 2003
---------------------------------------- )
Elizabeth M. Eveillard )
)
)
*Harvey L. Sonnenberg Director ) October 15, 2003
--------------------------------------- )
Harvey L. Sonnenberg )
)
)
-2-
*James L. Weisman Director ) October 15, 2003
--------------------------------------- )
James L. Weisman
*By: /s/ James A. McGrady
-----------------------------------------------
James A. McGrady, attorney-in-fact
for each of the persons indicated
-3-
Registration No. 333-45856
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RETAIL VENTURES, INC.
EXHIBITS
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------- -----------
4(a) * Retail Ventures, Inc. Amended and Restated Non-Employee Directors Stock
Option Plan.
4(b) Amended and Restated Articles of Incorporation of Retail Ventures, Inc.
(Previously filed as Exhibit 3(a) to Form 8-K (file No. 001-10767) filed
October 8, 2003, and incorporated herein by reference).
4(c) Amended and Restated Code of Regulations of Retail Ventures, Inc.
(Previously filed as Exhibit 3(b) to Form 8-K (file No. 001-10767) filed
October 8, 2003, and incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5
filed herewith).
23(b) * Consent of Deloitte & Touche LLP.
24 * Powers of Attorney.
* Filed with this Registration Statement