As filed with the Securities and Exchange Commission on May 9, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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.)
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30 Hunter Lane
Camp Hill, Pennsylvania 17011
(717) 761-2633
(Address of Principal Executive Offices)
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2004 Omnibus Equity Plan
2000 Omnibus Equity Plan
1999 Stock Option Plan
(Full Title of the Plan)
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Robert B. Sari, Esq.
Senior Vice President and General Counsel
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
(717) 761-2633
(717) 760-7867 (facsimile)
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
Title of Amount To Be Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering Price Aggregate Offering Registration Fee
To Be Registered Per Share Price
------------------------------------------------------------------------------------------------------
Common Stock, par 16,278,432 $3.57 $58,114,002 $6,840(1)
value $1.00 per
share: shares
available for
issuance pursuant
to employee
benefit plan
Common Stock, par 1,404,488 $4.87 $6,839,857 $803 (2)
value $1.00 per
share: shares
subject to
outstanding
options
Common Stock, par 2,934,440 $3.57 $10,475,951 $12,330(1)
value $1.00 per ========= =========== ==========
share: shares
issued pursuant
to employee
benefit plans 20,617,360 $75,429,810 $19,973
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(1) Computed in accordance with Rule 457(h) under the Securities Act by
averaging the high and low sales prices of Rite Aid Common Stock as
reported by the NYSE on May 5, 2005
(2) Computed in accordance with Rule 457(h) under the Securities Act,
such computations based on the weighted average exercise price of
$4.87 per share covering 1,404,488 options.
EXPLANATORY NOTE
Rite Aid Corporation has prepared this registration statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register shares of its common stock,
$1.00 par value per share. This registration statement also includes a reoffer
prospectus. The reoffer prospectus may be utilized for reofferings and resales
on a continuous or a delayed basis in the future of up to 4,338,928 shares of
common stock that constitute "control securities" and/or "restricted
securities" which have been issued prior to or issuable after the filing of
this registration statement. The reoffer prospectus does not contain all of
the information included in the registration statement, certain items of which
are contained in schedules and exhibits to the registration statement as
permitted by the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Statements contained in this reoffer prospectus as to
the contents of any agreement, instrument or other document referred to are
not necessarily complete. With respect to each such agreement, instrument or
other document filed as an exhibit to the registration statement, we refer you
to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by this
reference.
PART I
RITE AID CORPORATION
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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. Such documents need not be filed with 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.
Reoffer Prospectus
4,338,928 Shares
Rite Aid Corporation
Common Stock
This reoffer prospectus relates to 4,338,928 shares of our common
stock, par value $1.00 per share, consisting of 2,934,440 restricted shares
and 1,404,488 shares issuable upon exercise of currently outstanding options,
which may be offered for sale from time to time by certain stockholders of
Rite Aid Corporation, as described under the caption "Selling Stockholders."
These stockholders are current or former directors, officers or employees of
ours. We will not receive any proceeds from the sale of shares of common stock
pursuant to this reoffer prospectus. The selling stockholders acquired the
common stock pursuant to grants under our 2004 Omnibus Equity Plan, 2000
Omnibus Equity Plan or our 1999 Stock Option Plan, and these stockholders may
resell all, a portion, or none of the shares of common stock from time to
time.
The shares of common stock are "control securities" and/or
"restricted securities" under the Securities Act of 1933, as amended, before
their sale under this reoffer prospectus. This reoffer prospectus has been
prepared for the purpose of registering the shares under the Securities Act to
allow for future sales by selling stockholders, on a continuous or delayed
basis, to the public without restriction. Each stockholder that sells shares
of our common stock pursuant to this reoffer prospectus may be deemed to be an
"underwriter" within the meaning of the Securities Act. Any commissions
received by a broker or dealer in connection with resales of shares may be
deemed to be underwriting commissions or discounts under the Securities Act.
You should read this reoffer prospectus and any accompanying
prospectus supplement carefully before you make your investment decision. The
sales may occur in transactions on the New York Stock Exchange or Pacific
Exchange at prevailing market prices or in negotiated transactions. We will
not receive any proceeds from any of these sales. We are paying the expenses
incurred in registering the shares, but all selling and other expenses
incurred by each of the selling stockholders will be borne by that
stockholder.
Investing in the common stock involves risks. See "Risk Factors"
beginning on page 5.
Our common stock is listed on the New York Stock Exchange and the
Pacific Exchange under the trading symbol "RAD." The last reported sale price
of our common stock on the New York Stock Exchange on May 6, 2005, was $3.55
per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this reoffer prospectus is May 9, 2005.
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE..........................................1
AVAILABLE INFORMATION........................................................1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS.........................3
THE COMPANY..................................................................4
RISK FACTORS.................................................................5
USE OF PROCEEDS.............................................................12
SELLING STOCKHOLDERS........................................................12
PLAN OF DISTRIBUTION........................................................14
LEGAL MATTERS...............................................................14
EXPERTS.....................................................................14
i
DOCUMENTS INCORPORATED BY REFERENCE
We are incorporating by reference certain information that we have
filed with the SEC under the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which means that we
disclose important information to you by referring you to another document
filed separately with the SEC. The information contained in the documents we
are incorporating by reference is considered to be part of this reoffer
prospectus and the information that we later file with the SEC will
automatically update and supercede the information contained or incorporated
by reference into this reoffer prospectus. We are incorporating by reference:
o our annual report on Form 10-K for the fiscal year ended February
26, 2005, which we filed with the SEC on April 29, 2005.
All documents that we subsequently file pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into 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 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.
We will provide without charge to each person to whom a reoffer
prospectus is delivered, upon written or oral request by such person, a copy
of any or all of the documents that have been incorporated by reference in
this registration statement but not delivered with the reoffer prospectus.
Written requests should be sent to:
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Attention: Investor Relations
Oral requests should be made by telephoning (717) 761-2633.
AVAILABLE INFORMATION
We are subject to the information requirements of the Exchange Act.
Accordingly, we file annual, quarterly and current reports, proxy statements
and other information with the SEC. We also furnish our stockholders, annual
reports, which include financial statements audited by our independent
registered public accounting firm and other reports which the law requires us
to send to our stockholders. The public may read and copy any reports, proxy
statements or other information that we file at the SEC's public reference
room at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the public reference room by calling the SEC
at 1-800-SEC-0330. Our SEC filings are also available to the public from
commercial documents retrieval services and at the web site maintained by the
SEC at "http://www.sec.gov." You may obtain a copy of any of these documents
at no cost, by writing or telephoning us:
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Attention: Investor Relations
Phone: (717) 761-2633
We also make available on our website (www.riteaid.com), free of
charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, as soon as practical after we file these reports
with the SEC.
Our common stock is listed on the New York Stock Exchange and the
Pacific Exchange under the symbol "RAD." You can inspect and copy reports,
proxy statements and other information about us at the NYSE's offices at 20
Broad Street, New York, New York 10005 and at the offices of the Pacific
Exchange, 301 Pine Street, San Francisco, California 94104 and 618 South
Spring Street, Los Angeles, California 90014.
We have filed with the SEC a registration statement on Form S-8 under
the Securities Act with respect to the shares offered by this reoffer
prospectus. This reoffer prospectus does not contain all of the information in
the registration statement. You will find more information about us and our
common stock in the registration statement. Any statements made in this
reoffer prospectus concerning the provisions of legal documents are not
necessarily complete and you should read the documents which are filed as
exhibits to the registration statement or otherwise filed with the SEC.
You should only rely on the information included or incorporated by
reference in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer
prospectus.
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This reoffer prospectus and the documents incorporated by reference
into this reoffer prospectus include forward-looking statements. These
forward-looking statements are identified by terms and phrases such as
"anticipate," "believe," "intend," "estimate," "expect," "continue," "should,"
"could," "may," "plan," "project," "predict," "will" and similar expressions
and include references to assumptions and relate to our future prospects,
developments and business strategies.
Factors that could cause actual results to differ materially from
those expressed or implied in such forward-looking statements include, but are
not limited to:
o our high level of indebtedness;
o our ability to make interest and principal payments on our debt
and satisfy the other covenants contained in our senior secured
credit facility and other debt agreements;
o our ability to improve the operating performance of our existing
stores in accordance with our long term strategy;
o our ability to hire and retain pharmacists and other store
personnel;
o our ability to open or relocate stores according to our real
estate development program;
o the outcomes of pending lawsuits and governmental investigations;
o competitive pricing pressures and continued consolidation of the
drugstore industry; and
o the efforts of third party payors to reduce prescription drug
reimbursements and encourage mail order, changes in state or
federal legislation or regulations, the success of planned
advertising and merchandising strategies, general economic
conditions and inflation, interest rate movements, access to
capital, and our relationships with our suppliers.
We undertake no obligation to revise the forward-looking statements
included or incorporated by reference in this reoffer prospectus to reflect
any future events or circumstances. Our actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. Factors that could cause or contribute
to such differences are discussed in the section entitled "Risk Factors"
included in this reoffer prospectus. In addition, you are advised to review
any further disclosure we make on related subjects in reports that we file
with the SEC.
3
THE COMPANY
Our Business
We are the third largest retail drugstore chain in the United States
based on revenues and number of stores. We operate our drugstores in 28 states
across the country and in the District of Columbia. As of February 26, 2005,
we operated 3,356 stores.
In our stores, we sell prescription drugs and a wide assortment of
other merchandise, which we call "front-end" products. In fiscal 2005,
prescription drug sales accounted for 63.6% of our total sales. We believe
that our pharmacy operations will continue to represent a significant part of
our business due to our on-going program of purchasing prescription files from
independent pharmacies and favorable industry trends, including an aging
population, increased life expectancy, a new federally funded prescription
drug benefit to begin in calendar 2006, which is part of the Medicare
Prescription Drug Improvement and Modernization Act of 2003, and the discovery
of new and better drug therapies. We offer approximately 24,000 front-end
products, which accounted for the remaining 36.4% of our total sales in fiscal
2005. Front-end products include over-the-counter medications, health and
beauty aids, personal care items, cosmetics, household items, beverages,
convenience foods, greeting cards, seasonal merchandise and numerous other
everyday and convenience products, as well as photo processing. We distinguish
our stores from other national chain drugstores, in part, through our private
brands and our strategic alliance with General Nutrition Companies, Inc.
("GNC"), a leading retailer of vitamin and mineral supplements. We offer
approximately 2,400 products under the Rite Aid private brand, which
contributed approximately 11.5% of our front-end sales in the categories where
private brands were offered in fiscal 2005.
Our stores range in size from approximately 5,000 to 40,000 square
feet. The overall average size of each store in our chain is approximately
12,750 feet. The larger stores are concentrated in the western United States.
Approximately 54% of our stores are freestanding; 39% of our stores include a
drive-thru pharmacy; 75% include one-hour photo shops; and 31% include a GNC
store within Rite-Aid store.
* * *
Our headquarters are located at 30 Hunter Lane, Camp Hill,
Pennsylvania 17011, and our telephone number is (717) 761-2633. Our common
stock is listed on the New York Stock Exchange and the Pacific Exchange under
the symbol "RAD". We were incorporated in 1968 and are a Delaware Corporation.
4
RISK FACTORS
Prospective investors should carefully review the following factors
together with the other information contained in this reoffer prospectus prior
to making an investment decision.
Risks Related to Our Financial Condition
We are highly leveraged. Our substantial indebtedness could limit cash flow
available for our operations and could adversely affect our ability to service
debt or obtain additional financing if necessary.
We had, as of February 26, 2005, $3.3 billion of outstanding
indebtedness (not including obligations under the receivables securitization
agreement) and stockholders' equity of $322.9 million. We also had additional
borrowing capacity under our revolving credit facility of $835.9 million at
that time, net of outstanding letters of credit of $114.1 million. Our debt
obligations adversely affect our operations in a number of ways and while we
believe we have adequate sources of liquidity to meet our anticipated
requirements for working capital, debt service and capital expenditures
through fiscal year 2006, there can be no assurance that our cash flow from
operations will be sufficient to service our debt, which may require us to
borrow additional funds for that purpose, restructure or otherwise refinance
our debt. Our ratio of earnings to fixed charges for fiscal 2005 was 1:15. Our
earnings were insufficient to cover our fixed charges for fiscal 2004 by $2.6
million and considerably higher amounts prior to fiscal 2004.
Our high level of indebtedness will continue to restrict our
operations. Among other things, our indebtedness will:
o limit our ability to obtain additional financing;
o limit our flexibility in planning for, or reacting to, changes in
the markets in which we compete;
o place us at a competitive disadvantage relative to our
competitors with less indebtedness;
o render us more vulnerable to general adverse economic and
industry conditions; and
o require us to dedicate a substantial portion of our cash flow to
service our debt.
Our ability to make payments on our debt depends upon our ability to
substantially improve our operating performance, which is subject to general
economic and competitive conditions and to financial, business and other
factors, many of which we cannot control. If our cash flow from our operating
activities is insufficient, we may take certain actions, including delaying or
reducing capital or other expenditures, attempting to restructure or refinance
our debt, selling assets or operations or seeking additional equity capital.
We may be unable to take any of these actions on satisfactory terms or in a
timely manner. Further, any of these actions may not be sufficient to allow us
to service our debt obligations or may have an adverse impact on our business.
Our existing debt agreements limit our ability to take certain of these
actions. Our failure to earn enough to pay our debts or to successfully
undertake any of these actions could have a material adverse effect on us.
5
Borrowings under our senior credit facility and expenses related to the sale
of our accounts receivable under our receivables securitization agreements are
based upon variable rates of interest, which could result in higher expense in
the event of increases in interest rates.
Approximately $448.9 million of our outstanding indebtedness as of
February 26, 2005 bears an interest rate that varies depending upon LIBOR. If
we borrow additional amounts under our senior credit facility, the interest
rate on those borrowings will also vary depending upon LIBOR. Further, we pay
on-going program fees under our receivables securitization agreements that
vary depending upon LIBOR. If LIBOR rises, the interest rates on outstanding
debt and the program fees under our receivables securitization program will
increase. Therefore an increase in LIBOR would increase our interest payment
obligations under these outstanding loans, increase our receivables
securitization program fee payments and have a negative effect on our cash
flow and financial condition. We currently do not maintain any hedging
contracts that would limit our exposure to variable rates of interest.
The covenants in our outstanding indebtedness impose restrictions that may
limit our operating and financial flexibility.
The covenants in the instruments that govern our outstanding
indebtedness restrict our ability to:
o incur liens and debt;
o pay dividends;
o make redemptions and repurchases of capital stock;
o make loans and investments;
o prepay, redeem or repurchase debt;
o engage in mergers, consolidations, assets dispositions,
sale-leaseback transactions and affiliate transactions;
o change our business;
o amend some of our debt and other material agreements;
o issue and sell capital stock of subsidiaries;
o restrict distributions from subsidiaries; and
o grant negative pledges to other creditors.
In addition, if we have less than $300.0 million available under our
revolving credit facility, we will be subject to certain financial covenant
ratios. If we are unable to meet the terms of the financial covenant ratios or
if we breach any of these covenants, a default could result under one or more
of these agreements. A default, if not waived by our lenders, could result in
the acceleration of our outstanding indebtedness and cause our debt to become
immediately due and payable. If acceleration occurs, we would not be able to
repay our debt and it is unlikely that we would be able to borrow sufficient
additional funds to refinance such debt. Even if new financing is made
available to us, it may not be available on terms acceptable to us.
6
If we obtain modifications of our agreements or are required to
obtain waivers of defaults, we may incur significant fees and transaction
costs. In fiscal 2005 and the previous four fiscal years, we modified certain
covenants contained in our then existing senior credit facility and loan
agreements. In connection with obtaining these modifications, we paid
significant fees and transaction costs.
Risks Related to our Operations
We need to continue to improve our operations in order to improve our
financial condition, but our operations will not improve if we cannot continue
to effectively implement our business strategy or if our strategy is
negatively affected by general economic conditions.
We have not yet achieved the sales productivity level of our major
competitors. We believe that improving the sales of existing stores is
important to achieving profitability and continuing to improve operating cash
flow. If we are not successful in implementing our strategy, or if our
strategy is not effective, we may not be able to continue to improve our
operations. In addition, any adverse change in general economic conditions can
adversely affect consumer buying practices and reduce our sales of front-end
products, which are our higher margin products, and cause a proportionately
greater decrease in our profitability. Failure to continue to improve
operations or a decline in general economic conditions would adversely affect
our results of operations, financial condition and cash flows and our ability
to make principal or interest payments on our debt.
Our new store and store relocation development program requires entering into
construction and development commitments and occasionally purchasing land that
will not be utilized for several years which may limit our financial
flexibility.
We will enter into significant construction and development
commitments as part of our new store and store relocation development program.
Also, we will occasionally make capital expenditures to acquire land that may
not be used for several years. Even if there are significant negative economic
or competitive developments in our industry, financial condition or the
regions where we have made these commitments, we are obligated to fulfill
these commitments. Further, if we subsequently dispose of property that we
acquire, we may receive less than our purchase price or the net book value of
such property, which may result in financial loss.
We are dependent on our management team and the loss of their services could
have a material adverse effect on our business and the results of our
operations or financial condition.
The success of our business is materially dependent upon the
continued services of our executive management team. The loss of key personnel
could have a material adverse effect on the results of our operations,
financial condition and cash flows. Additionally, we cannot assure you that we
will be able to attract or retain other skilled personnel in the future.
There are currently pending both civil and criminal investigations by the
United States Attorney. In addition to any fines or damages that we might have
to pay, any criminal conviction against us may result in the loss of licenses
and contracts that are material to the conduct of our business, which would
have a negative effect on our results of operations, financial condition and
cash flows.
There are currently pending both civil and criminal governmental
investigations by the United States Attorney involving matters related to
prior management's business practices. Settlement discussions have begun
with the United States Attorney of the Middle District of Pennsylvania, who
has proposed that the government would not institute any criminal
proceeding against us if we enter into a consent judgment providing for a
civil penalty payable over a period of years. The amount of the civil
7
penalty has not been agreed to and there can be no assurance that a settlement
will be reached or that the amount of such penalty will not have a material
adverse effect on our financial condition and results of operations. We
recorded an accrual of $20.0 million in fiscal 2003 in connection with the
resolution of these matters; however, we may incur charges in excess of that
amount and we are unable to estimate the possible range of loss. We will
continue to evaluate our estimate and to the extent that additional
information arises or our strategy changes, we will adjust our accrual
accordingly.
If we were convicted of any crime, certain licenses and government
contracts, such as Medicaid plan reimbursement agreements, that are material
to our operations may be revoked, which would have a material adverse effect
on our results of operations and financial condition. In addition, substantial
penalties, damages, or other monetary remedies assessed against us could also
have a material adverse effect on our results of operations, financial
condition and cash flows.
Given the size and nature of our business, we are subject from time
to time to various lawsuits which, depending on their outcome, may have a
negative impact on our results of operations, financial condition and cash
flows.
We are substantially dependent on a single supplier of pharmaceutical products
to sell products to us on satisfactory terms. A disruption in this
relationship would have a negative effect on our results of operations,
financial condition and cash flow.
We obtain approximately 93% of our pharmaceutical products from a
single supplier, McKesson Corp. (or McKesson), pursuant to a contract that
runs until March 2009. Pharmacy sales represented approximately 63.6% of our
total sales in fiscal 2005, and, therefore, our relationship with McKesson is
important to us. Any significant disruptions in our relationship with McKesson
would make it difficult for us to continue to operate our business until we
executed a replacement strategy. There can be no assurance that we would be
able to find a replacement supplier on a timely basis or that such supplier
would be able to fulfill our demands on similar terms, which could have a
material adverse effect on our results of operations, financial condition and
cash flows.
Risks Related to Our Industry
The markets in which we operate are very competitive and further increases in
competition could adversely affect us.
We face intense competition with local, regional and national
companies, including other drugstore chains, independently owned drugstores,
supermarkets, mass merchandisers, discount stores, dollar stores and mail
order pharmacies. Our industry also faces growing competition from companies
who import drugs directly from other countries, such as Canada. We may not be
able to effectively compete against them because our existing or potential
competitors may have financial and other resources that are superior to ours.
In addition, we may be at a competitive disadvantage because we are more
highly leveraged than our competitors. The ability of our stores to achieve
profitability depends on their ability to achieve a critical mass of
customers. We believe that the continued consolidation of the drugstore
industry will further increase competitive pressures, in the industry. As
competition increases, a significant increase in general pricing pressures
could occur which would require us to increase our sales volume and to sell
higher margin products and services in order to remain competitive. We cannot
assure you that we will be able to continue to compete effectively in our
markets or increase our sales volume in response to further increased
competition.
Another adverse trend for drugstore retailing has been initiatives to
contain rising healthcare costs leading to the rapid growth in mail-order
prescription processors. These prescription distribution methods
8
have grown in market share relative to drugstores as a result of the rapid
rise in drug costs experienced in recent years and are predicted to continue
to rise. Mail-order prescription distribution methods are perceived by
employers and insurers as being less costly than traditional distribution
methods and are being encouraged, and, in some cases, required, by third party
pharmacy benefit managers, employers and unions that administer benefits. As a
result, some labor unions and employers are requiring, and others may
encourage or require, that their members or employees obtain medications from
mail-order pharmacies which offer drug prescriptions at prices lower than we
are able to offer. For example, when we announced our fourth-quarter earnings
for fiscal 2005, we disclosed that our sales continued to be negatively
impacted by mandatory mail prescription programs, including the United Auto
Workers' program. Mail-order prescription distribution has negatively affected
sales for traditional chain drug retailers, including us, in the last few
years and we expect such negative effect to continue in the future. There can
be no assurance that our efforts to offset the affects of mail order will be
successful.
Changes in third-party reimbursement levels for prescription drugs could
reduce our margins and have a material adverse effect on our business.
Sales of prescription drugs, as a percentage of sales, and the
percentage of prescription sales reimbursed by third parties have been
increasing and we expect them to continue to increase. In fiscal 2005, sales
of prescription drugs represented 63.6% of our sales and 93.5% of all the
prescription drugs that we sold were with third-party payors. During fiscal
2005, the top five third-party payors accounted for approximately 31.6% of our
total sales, the largest of which was approximately 10.4% of our total sales.
Any significant loss of third-party provider business could have a material
adverse effect on our business and results of operations. Also, these
third-party payors could reduce the levels at which they will reimburse us for
the prescription drugs that we provide to their members. Furthermore, the
passing in December 2003 of the Medicare Prescription Drug, Improvement and
Modernization Act will grant a prescription drug benefit to participants. As a
result of this benefit, we may be reimbursed for some prescription drugs at
prices lower than our current reimbursement levels. In fiscal 2005,
approximately 12.4% of our revenues were from state sponsored Medicaid
agencies. There have been a number of recent proposals and enactments by
various states to reduce Medicaid reimbursement levels in response to budget
problems, some of which propose to reduce reimbursement levels in the
applicable states significantly, and we expect other similar proposals in the
future. If third-party payors reduce their reimbursement levels or if Medicare
or state Medicaid programs cover prescription drugs at lower reimbursement
levels, our margins on these sales would be reduced, and the profitability of
our business and our results of operations, financial condition or cash flows
could be adversely affected.
We are subject to governmental regulations, procedures and requirements; our
noncompliance or a significant regulatory change could adversely affect our
business, the results of our operations or our financial condition.
Our pharmacy business is subject to federal, state and local
regulation. These include local registrations of pharmacies in the states where
our pharmacies are located, applicable Medicare and Medicaid regulations, and
prohibitions against paid referrals of patients. Failure to properly adhere to
these and other applicable regulations could result in the imposition of civil
and criminal penalties including suspension of payments from government
programs; loss of required government certifications; loss of authorizations to
participate in or exclusion from government reimbursement programs, such as the
Medicare and Medicaid programs; loss of licenses; significant fines or monetary
penalties for anti-kickback law violations, submission of false claims or other
failures to meet reimbursement program requirements and could adversely affect
the continued operation of our business. Furthermore, our pharmacies could be
affected by federal and state reform programs, such as healthcare reform
initiatives, the passing of which could, in turn, negatively affect our
business. The passing of these initiatives or any
9
new federal or state programs could adversely affect our results of
operations, financial condition and cash flows.
Our pharmacy business is subject to patient privacy and other
obligations, including corporate, pharmacy and associate responsibility,
imposed by the Health Insurance Portability and Accountability Act. As a
covered entity, we are required to implement privacy standards, train our
associates on the permitted uses and disclosures of protected health
information, provide a notice of privacy practice to our pharmacy customers
and permit pharmacy customers to access and amend their records and receive an
accounting of disclosures of protected health information. Failure to properly
adhere to these requirements could result in the imposition of civil as well
as criminal penalties.
Certain risks are inherent in providing pharmacy services; our insurance may
not be adequate to cover any claims against us.
Pharmacies are exposed to risks inherent in the packaging and
distribution of pharmaceuticals and other healthcare products, such as with
respect to improper filling of prescriptions, labeling of prescriptions,
adequacy of warnings and unintentional distribution of counterfeit drugs. In
addition, federal and state laws that require our pharmacists to offer
counseling, without additional charge, to their customers about medication,
dosage, delivery systems, common side effects and other information the
pharmacists deem significant can impact our business. Our pharmacists may also
have a duty to warn customers regarding any potential negative effects of a
prescription drug if the warning could reduce or negate these effects.
Although we maintain professional liability and errors and omissions liability
insurance, from time to time, claims result in the payment of significant
amounts, some portions of which are not funded by insurance. We cannot assure
you that the coverage limits under our insurance programs will be adequate to
protect us against future claims, or that we will be able to maintain this
insurance on acceptable terms in the future. Our results of operations,
financial condition or cash flows may be adversely affected if in the future
our insurance coverage proves to be inadequate or unavailable or there is an
increase in liability for which we self-insure or we suffer reputational harm
as a result of an error or omission.
We will not be able to compete effectively if we are unable to attract, hire
and retain qualified pharmacists.
There is a nationwide shortage of qualified pharmacists. In response
to this challenge, we have implemented improved competitive benefits and
training programs in order to attract, hire and retain qualified pharmacists.
We have also expanded our pharmacist recruiting efforts, through an increase
in the number of recruiters, a successful pharmacist intern program and
improved relations with pharmacy schools. However, we may not be able to
attract, hire and retain enough qualified pharmacists. This could adversely
affect our operations.
We may be subject to significant liability should the consumption of any of
our products cause injury, illness or death.
Products that we sell could become subject to contamination, product
tampering, mislabeling or other damage requiring us to recall our private
label products. In addition, errors in the dispensing and packaging of
pharmaceuticals could lead to serious injury or death. Product liability
claims may be asserted against us with respect to any of the products or
pharmaceuticals we sell and we may be obligated to recall our private label
products. A product liability judgment against us or a product recall could
have a material, adverse effect on our business, financial condition or
results of operations.
10
Risks Related to Our Common Stock
You may not be able to sell your common stock when you want to and, if you do,
you may not be able to receive the price that you want.
Although our common stock has been actively traded on the New York
Stock Exchange and the Pacific Exchange, we do not know if an active trading
market for the common stock will continue or, if it does, at what prices the
common stock may trade. Since the beginning of fiscal 2001, the reported
closing prices for our common stock have ranged from a high of $9.74 to a
low of $1.75. In addition, the stock markets in general, including the New
York Stock Exchange, have experienced extreme price and trading volume
fluctuations. These fluctuations have resulted in volatility in the market
prices of securities that has often been unrelated or disproportionate to
changes in operating performance. These broad market fluctuations may
adversely affect the market prices of our common stock. Further, expected and
possible issuances described below, will significantly increase the number of
shares of our common stock outstanding, and could result in a decline in the
market price of our common stock. Therefore, you may not be able to sell our
common stock when you want and, if you do, you may not receive the price you
want.
Various planned issuances of stock will be, and our continuing debt
restructuring efforts may be dilutive to holders of our common stock.
As of April 23, 2005, 520,946,894 shares of our common stock were
outstanding and an additional 196,994,792 shares of our common stock were
issuable related to outstanding stock options (1,404,488 of which are included
as part of this reoffer prospectus), convertible notes and convertible
preferred stock. We will also issue additional shares of common stock pursuant
to outstanding options granted pursuant to our other various stock option
plans. In addition, we may undertake additional transactions to simplify and
restructure our capital structure, which may include, as part of these
efforts, additional issuances of equity securities in exchange for our
indebtedness. The issuance of additional shares of common stock may be
dilutive to the holders of our common stock. We cannot predict the extent to
which the dilution, the availability of a large amount of shares for sale, and
the possibility of additional issuances and sales of our common stock will
negatively affect the trading price of our common stock or the liquidity of
our common stock.
11
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares which
may be sold by this reoffer prospectus. All expenses of registration incurred
in connection with this offering are being borne by us, but all selling and
other expenses incurred by a selling stockholder will be borne by the selling
stockholder.
SELLING STOCKHOLDERS
The 4,338,928 shares of our common stock to which this reoffer
prospectus relates is comprised of 2,934,440 restricted shares and 1,404,488
shares issuable upon exercise of currently outstanding options, and are being
registered for reoffers and resales by our directors, officers and employees
named below, who acquired the shares pursuant to one of our "employee benefit
plans" (the 2004 Omnibus Equity Plan, 2000 Omnibus Equity Plan or our 1999
Stock Option Plan) as that term is defined in Rule 405 of Regulation C under
the Securities Act. The selling stockholders may resell all, a portion, or
none of the shares of common stock from time to time. This prospectus may also
be used by certain un-named non-affiliates, each of whom may sell up to 1,000
shares pursuant to this prospectus.
The inclusion in the table of the individuals named therein shall not
be deemed to be an admission that any such individuals are one of our
affiliates.
Information regarding the selling stockholders, including the number
of shares offered for sale, may change from time to time and any changed
information will be set forth in a prospectus supplement to the extent
required. The address of each selling stockholder is care of Rite Aid at 30
Hunter Lane, Camp Hill, Pennsylvania, 17011.
Number of
Number of shares to be
Number of shares beneficially
shares of covered by owned if all
Name of Selling beneficially this reoffer shares offered
Stockholder Position with Rite Aid owned(1) prospectus(2) hereby are sold
-------------------------------------------------------------------------------------------------------------------
Tony Bellezza Senior Vice President, Chief
Compliance Officer 249,007 249,007 0
Michael D. Friedman Director 100,000 100,000 0
Alfred M. Gleason Director 428,300 50,000 378,300
George G. Golleher Director 250,000 50,000 200,000
James P. Mastrian Senior Executive Vice President,
Marketing and Logistics & Pharmacy
Services 2,635,432 263,705 2,371,727
Robert G. Miller Chairman of the Board of Directors 10,194,541 50,000 10,144,541
Mark Panzer Senior Executive Vice President, Store
Operations 1,438,200 182,701 1,255,499
Colin V. Reed Director 175,000 50,000 125,000
Mary F. Sammons President and Chief Executive Officer 8,592,816 320,089 272,727
Robert B. Sari Senior Vice President, General Counsel
and Secretary 520,489 40,991 479,498
Philip G. Satre Director 112,500 100,000 12,500
Stuart M. Sloan Director 266,644 50,000 216,644
John T. Standley Senior Executive Vice President, Chief
Administrative and Chief Financial
Officer 4,969,615 138,705 4,830,910
Kevin Twomey Senior Vice President and Chief
Accounting Officer 623,869 41,369 582,500
12
(1) The number of shares beneficially owned by the selling stockholders
includes restricted stock and options to purchase shares of our
common stock under our employee benefit plans, whether or not
exercisable as of, or within 60 days of, the date of this prospectus,
as well as shares of common stock beneficially owned by the selling
stockholder.
(2) Includes options to purchase shares of our common stock under our
employee benefit plans, whether or not exercisable as of, or within
60 days of, the date of this prospectus.
Any selling stockholder may from time to time sell under this
prospectus any or all of the shares of common stock owned by it. Because the
selling stockholder is not obligated to sell any or all of the shares of
common stock held by it, we cannot estimate the number of shares of common
stock that the selling stockholder will beneficially own after this offering.
13
PLAN OF DISTRIBUTION
The shares of common stock covered by this reoffer prospectus are
being registered by us for the account of the selling stockholders.
The shares of common stock offered hereby may be sold from time to
time directly by or on behalf of the selling stockholder in or one more
transactions on the New York Stock Exchange, Pacific Exchange or on any stock
exchange on which the common stock may be listed at the time of sale, in
privately negotiated transactions, or through a combination of such methods,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at fixed prices (which may be changed) or at
negotiated prices. The selling stockholder may sell shares through one or more
agents, brokers or dealers or directly to purchasers. Such brokers or dealers
may receive compensation in the form of commissions, discounts or concessions
from the selling stockholders and/or purchasers of the shares or both. Such
compensation as to a particular broker or dealer may be in excess of customary
commissions.
In connection with their sales, a selling stockholder and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions they receive and the
proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
We are bearing all costs relating to the registration of the shares
of common stock. Any commissions or other fees payable to broker-dealers in
connection with any sale of the shares will be borne by the selling
stockholder or other party selling such shares. In order to comply with
certain states' securities laws, if applicable, the shares may be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
certain states, the shares may not be sold unless the shares have been
registered or qualified for sale in such state, or unless an exemption from
registration or qualification is available and is obtained or complied with.
Sales of the shares must also be made by the selling stockholders in
compliance with all other applicable state securities laws and regulations.
In addition to any shares sold hereunder, selling stockholders may
sell shares of common stock in compliance with Rule 144. There is no assurance
that the selling stockholders will sell all or a portion of the common stock
offered hereby.
The selling stockholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
certain liabilities in connection with the offering of the shares arising
under the Securities Act of 1933.
We have notified the selling stockholders of the need to deliver a
copy of this prospectus in connection with any sale of the shares.
LEGAL MATTERS
The validity of the shares of common stock which are originally
offered under the Registration Statement of which this prospectus forms a part
will be passed upon for us by Robert B. Sari, our Senior Vice President,
General Counsel and Secretary.
EXPERTS
The consolidated financial statements, the related financial
statement schedule, and management's report on the effectiveness of internal
control over financial reporting incorporated in this prospectus by
14
reference from the Company's Annual Report on Form 10-K for the year ended
February 26, 2005, have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports, which are
incorporated herein by reference (which reports (1) express an unqualified
opinion on the consolidated financial statements and financial statement
schedule and include an explanatory paragraph relating to the adoption of
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," effective March 2, 2003, (2) express an unqualified
opinion on management's assessment regarding the effectiveness of internal
control over financial reporting, and (3) express an unqualified opinion on
the effectiveness of internal control over financial reporting), and have been
so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
15
RITE AID CORPORATION
4,338,928 Shares
of
Common Stock
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We are incorporating by reference certain information that we have
filed with the SEC under the informational requirements of the Exchange Act.
The information contained in the documents that we are incorporating by
reference is considered to be part of this registration statement, and the
information that we later file with the SEC will automatically update and
supercede the information contained or incorporated by reference into this
reoffer prospectus. We are incorporating by reference our:
o annual report on Form 10-K for the fiscal year ended February 26,
2005, which we filed with the SEC on April 29, 2005;
All documents that we subsequently file pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into 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 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.
We will provide without charge to each person to whom a reoffer
prospectus is delivered, upon written or oral request by such person, a copy
of any or all of the documents that have been incorporated by reference in
this registration statement but not delivered with this reoffer prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Robert B. Sari, our Senior Vice President and General Counsel owns
shares of our common stock and holds options to purchase shares of our common
stock.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law ("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
II-1
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 such person in connection with such action, suit or
proceeding (i) if such person acted in good faith and in a manner that person
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, if he
or she had no reasonable cause to believe such conduct was unlawful. In
actions brought by or in the right of the corporation, a corporation may
indemnify such person against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner that person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which that person 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 indemnification for such expenses
which the Court of Chancery or other such court shall deem proper. To the
extent that such person 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 for expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith. The indemnification and advancement of expenses provided
for or granted pursuant to Section 145 is not exclusive of any other rights of
indemnification or advancement of expenses to which those seeking
indemnification or advancement of expenses may be entitled, and a corporation
may purchase and maintain insurance against liabilities asserted against 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 our Certificate of Incorporation and Article VIII of
our By-laws provide for the indemnification of our directors and officers as
authorized by Section 145 of the DGCL.
The directors and officers of us and our subsidiaries 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 us.
Item 7. Exemption from Registration Claimed.
The securities that are to be reoffered or resold pursuant to this
registration statement were issued pursuant to one of our employee benefit
plans (2004 Omnibus Equity Plan, 2000 Omnibus Equity Plan or our 1999 Stock
Option Plan), in transactions that were exempt from registration pursuant to
Section 4(2) under the Securities Act.
II-2
Item 8. Exhibits.
Exhibit
Numbers Description Incorporation by Reference to
------- ----------- -----------------------------
3.1 Restated Certificate of Incorporation, dated December Exhibit 3(i) to Form 8-K filed on
12, 1996 November 2, 1999
3.2 Certificate of Amendment to the Restated Certificate Exhibit 3(ii) to Form 8-K filed
of Incorporation, dated February 22, 1999 on November 2, 1999
3.3 Certificate of Amendment to Restated Certificate of Exhibit 3.4 to Registration
Incorporation, dated June 27, 2001 Statement on Form S-1, File No.
333-64950, filed on July 12, 2001
3.4 7% Series E Mandatory Convertible Preferred Stock Exhibit 3.1 to Form 8-K filed on
Certificate of Designation, dated January 25, 2005 February 1, 2005
3.5 8% Series F Cumulative Convertible Pay-in-Kind Exhibit 3.1 to Form 8-K filed on
Preferred Stock Certificate of Designation, February 2, 2005
dated as of January 28, 2005
3.6 7% Series G Cumulative Convertible Pay-in-Kind Exhibit 3.2 to Form 8-K filed on
Preferred Stock Certificate of Designation, February 2, 2005
dated as of January 28, 2005
3.7 6% Series H Cumulative Convertible Pay-in-Kind Exhibit 3.3 to Form 8-K filed on
Preferred Stock Certificate of Designation, February 2, 2005
dated as of January 28, 2005
3.8 By-laws, as amended on November 8, 2000 Exhibit 3.1 to Form 8-K filed on
November 13, 2000
3.9 Amendment to By-laws, adopted January 30, 2002 Exhibit T3B.2 to Form T-3 filed
on March 4, 2002
5.1 Opinion of Robert B. Sari, Esq. Filed herewith
10.1 2004 Omnibus Equity Plan Included in our Definitive Proxy
Statement on Schedule 14A filed
on March 21, 2004
10.2 2000 Omnibus Equity Plan Included in Proxy Statement
dated October 24, 2000
10.3 1999 Stock Option Plan Exhibit 10.1 to Form 10-K filed
on May 21, 2001
23.1 Consent of Robert B. Sari, Esq. (included as part of Filed herewith
Exhibit 5.1 hereto)
23.2 Consent of Independent Registered Public Accounting Filed herewith
Firm
24.1 Powers of Attorney (included on the signature page Filed herewith
hereto)
II-3
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(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 paragraph (a) (1) (i) and (a) (1) (ii) 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 Sections 13 or 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.
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 Sections 13(a) or 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.
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.
II-5
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 in its behalf by the undersigned,
thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on
this 6 day of May, 2005.
RITE AID CORPORATION
By: /s/ Mary F. Sammons
---------------------------
Name: Mary F. Sammons
Title: President and
Chief Executive Officer
KNOWN ALL MEN BY THESE PRESENTS that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints
Robert B. Sari and Kevin J. Twomey, or either of them, as such person's true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registration statements
filed pursuant to Rule 462 under the Securities Act of 1933, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and does hereby grant unto each
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or any substitute therefor, 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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert G. Miller
------------------------------------
Robert G. Miller Chairman of the Board of Directors May 6, 2005
/s/ Mary F. Sammons
------------------------------------
Mary F. Sammons Chief Executive Officer, May 6, 2005
President and Director (Principal
Executive Officer)
/s/ John T. Standley
------------------------------------
John T. Standley Chief Financial Officer, Chief May 6, 2005
Administrative Officer and Senior
Executive Vice President
/s/ Robert B. Sari
------------------------------------
Robert B. Sari Senior Vice President, General May 6, 2005
Counsel and Secretary
/s/ Kevin Twomey
------------------------------------
Kevin Twomey Senior Vice President and Chief May 6, 2005
Accounting Officer
(Principal Accounting Officer)
/s/ John G. Danhakl
------------------------------------
John G. Danhakl Director May 6, 2005
/s/ Michael A. Friedman, M.D.
------------------------------------
Michael A. Friedman, M.D. Director May 6, 2005
/s/ Alfred M. Gleason
------------------------------------
Alfred M. Gleason Director May 6, 2005
/s/ George G. Golleher
------------------------------------
George G. Golleher Director May 6, 2005
/s/ Colin V. Reed
------------------------------------
Colin V. Reed Director May 6, 2005
/s/ Philip G. Satre
------------------------------------
Philip G. Satre Director May 6, 2005
/s/ Stuart M. Sloan
------------------------------------
Stuart M. Sloan Director May 6, 2005
/s/ Jonathan D. Sokoloff
------------------------------------
Jonathan D. Sokoloff Director May 6, 2005
EXHIBIT INDEX
Exhibit
Numbers Description Incorporation by Reference to
------- ----------- -----------------------------
3.1 Restated Certificate of Incorporation, dated Exhibit 3(i) to Form 8-K filed on
December 12, 1996 November 2, 1999
3.2 Certificate of Amendment to the Restated Exhibit 3(ii) to Form 8-K filed on
Certificate of Incorporation, dated February 22, November 2, 1999
1999
3.3 Certificate of Amendment to Restated Certificate Exhibit 3.4 to Registration
of Incorporation, dated June 27, 2001 Statement on Form S-1, File No.
333-64950, filed on July 12, 2001
3.4 7% Series E Mandatory Convertible Preferred Exhibit 3.1 to Form 8-K filed on
Stock Certificate of Designation, dated January February 1, 2005
25, 2005
3.5 8% Series F Cumulative Convertible Pay-in-Kind Exhibit 3.1 to Form 8-K filed on
Preferred Stock Certificate of Designation, February 2, 2005
dated as of January 28, 2005
3.6 7% Series G Cumulative Convertible Pay-in-Kind Exhibit 3.2 to Form 8-K filed on
Preferred Stock Certificate of Designation, February 2, 2005
dated as of January 28, 2005
3.7 6% Series H Cumulative Convertible Pay-in-Kind Exhibit 3.3 to Form 8-K filed on
Preferred Stock Certificate of Designation, February 2, 2005
dated as of January 28, 2005
3.8 By-laws, as amended on November 8, 2000 Exhibit 3.1 to Form 8-K filed on
November 13, 2000
3.9 Amendment to By-laws, adopted January 30, 2002 Exhibit T3B.2 to Form T-3 filed on
March 4, 2002
5.1 Opinion of Robert B. Sari, Esq. Filed herewith
10.1 2004 Omnibus Equity Plan Included in our Definitive Proxy
Statement on Schedule 14A filed on
May 21, 2004
10.2 2000 Omnibus Equity Plan Included in Proxy Statement dated
October 24, 2000
10.3 1999 Stock Option Plan Exhibit 10.1 to Form 10-K filed on
May 21, 2001
23.1 Consent of Robert B. Sari, Esq. (included as Filed herewith
part of Exhibit 5.1 hereto)
23.2 Consent of Independent Registered Public Filed herewith
Accounting Firm
24.1 Powers of Attorney (included on the signature Filed herewith
page hereto)