As Filed with the Securities and Exchange Commission
on August 10, 2006
REGISTRATION NO. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRACTOR SUPPLY COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 13-3139732
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 POWELL PLACE
BRENTWOOD, TENNESSEE 37027
(Address of Principal Executive Offices) (Zip Code)
TRACTOR SUPPLY COMPANY
2006 STOCK INCENTIVE PLAN
(Full title of the plan)
ANTHONY F. CRUDELE
SENIOR VICE PRESIDENT - CHIEF FINANCIAL OFFICER AND TREASURER
TRACTOR SUPPLY COMPANY
200 POWELL PLACE
BRENTWOOD, TENNESSEE 37027
(Name and address of agent for service)
(615) 366-4600
(Telephone number, including area code, of agent for service)
Copy to:
J. PAGE DAVIDSON
BASS, BERRY & SIMS PLC
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share (3) offering price registration fee (4)
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Common Stock,
$0.008 par value 2,750,000 (2) $45.925 $126,293,750 $12,555.43
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), includes an indeterminate number of shares which may be
issuable as a result of any stock dividend, stock split, reorganization or
similar transaction.
(2) The maximum number of shares of Common Stock with respect to which awards
may be granted under the Tractor Supply Company 2006 Stock Incentive Plan
will be 2,750,000 (which includes 747,203 shares with respect to which
awards under the Registrant's 2000 Stock Incentive Plan (the "2000 Plan")
were authorized but not awarded).
(3) Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Registrant's Common
Stock on the Nasdaq National Market on August 8, 2006.
(4) In accordance with Rule 457(p) of the Securities Act, the aggregate total
dollar amount of the registration fee is being offset by the dollar amount
of registration fees previously paid in respect of unissued shares
previously registered by the Registrant on its Form S-8 Registration
Statement File No. 333-102768, filed on January 28, 2003 (the "2003
Registration Statement") which are being registered under this Registration
Statement. The amount of the registration fee was calculated as the
difference between the aggregate registration fee of $13,513.43 (calculated
based on the number of 2006 Shares) less the sum of $958.00, which is the
portion of the registration fee associated with the 747,203 unissued shares
(calculated to account for the Registrant's August 2003 2-for-1 stock
split) under the 2000 Plan that was previously paid in connection with the
2003 Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Tractor Supply Company (the "Registrant") has sent or given or will send or give
documents containing the information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") to participants in the
plan to which this Registration Statement relates, as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act. The Registrant is not filing such
documents with the Commission, but these documents constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents filed by the Registrant with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference and shall be deemed to be a part hereof from the date
of filing of such document:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended April 1, 2006 and July 1, 2006;
(3) The Registrant's Current Reports on Form 8-K filed with the Commission
on February 2, 2006, February 21, 2006, April 26, 2006, April 27, 2006,
May 10, 2006 and July 26, 2006;
(4) The description of the Registrant's Common Stock, $0.008 par value,
contained in the Registrant's Registration Statement on Form 8-A, filed
with the Commission on January 31, 1994, as amended by the Form 8-A/A
of the Registrant, filed with the Commission on February 14, 1994, and
including all other amendments and reports filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement 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 herein
and to be a part hereof from the date of filing of such documents. Any
statements contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or replaced for purposes hereof
to the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein) modifies or replaces such statement. Any statement so modified
or replaced shall not be deemed, except as so modified or replaced, to
constitute a part hereof.
Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01
of any Current Report on Form 8-K, including the related exhibits, is not
incorporated by reference in this Registration Statement or the related
prospectus.
Item 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Sections 145(a) and (b) of the Delaware General Corporation Law (the "DGCL")
provide generally that a corporation has the power to indemnify its officers,
directors, employees and agents against expenses, including attorneys' fees,
judgments, fines and settlement amounts actually and reasonably incurred by them
in connection with the defense of any action by reason of being or having been
directors, officers, employees or agents of the corporation (or serving or
having served in such positions in another entity at the request of the
corporation) if such person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation (and, with respect to any criminal action, had no reasonable cause
to believe the person's conduct was unlawful), except that if such action shall
be by or in the right of the corporation, no such
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indemnification shall be provided as to any claim, issue or matter as to which
such person shall have been judged to have been liable to the corporation unless
and only to the extent that the Court of Chancery of the State of Delaware, or
another court in which the suit was brought, shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
deems proper.
Section 145(c) of the DGCL provides that to the extent that a present or former
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
145(a) and (b) of the DGCL, as described in the preceding paragraph, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
Article VI of the Amended and Restated By-Laws, as amended, of the Registrant
provides that the Registrant shall indemnify, in the manner and to the fullest
extent permitted by applicable law, any person who was or is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
whether or not by or in the right of the Registrant, by reason of the fact that
such person is or was a director, officer, employee, fiduciary or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, trustee, fiduciary, employee or agent of another entity, against
expenses, including attorneys' fees, judgments, fines and settlement amounts,
actually and reasonably incurred by such person in connection with such action.
As permitted by Section 102(b)(7) of the DGCL, the Registrant's Restated
Certificate of Incorporation, as amended, provides that a director shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except that a director may be liable (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for 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) for any transaction from which the director derived an improper
personal benefit.
The Registrant maintains directors' and officers' liability insurance which
insures against certain liabilities that directors and officers of the
Registrant may incur in such capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
None.
Item 8. EXHIBITS.
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4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-8,
Registration No. 333-102768, filed with the Commission on January 28,
2003 and incorporated herein by reference).
4.2 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant (filed as Exhibit 4.2 to Registrant's Registration
Statement on Form S-8, Registration No. 333-102768, filed with the
Commission on January 28, 2003, and incorporated herein by reference).
4.3 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant (filed as Exhibit 4.3 to Registrant's Registration
Statement on Form S-8, Registration No. 333-102768, filed with the
Commission on January 28, 2003, and incorporated herein by reference).
4.4 Third Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant (filed as Exhibit 3.1 to Registrant's
Quarterly Report on Form 10-Q, filed with the Commission on May 3,
2005, Commission File No. 000-23314, and incorporated herein by
reference).
4.5 Amended and Restated By-laws of the Registrant (filed as Exhibit 3.7 to
the Registrant's Registration Statement on Form S-1, Registration No.
33-73028, filed with the Commission on December 17, 1993, and
incorporated herein by reference).
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4.6 Amendment No. 1 to Amended and Restated By-Laws (filed as Exhibit 3.5
to the Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on August 4, 2004, Commission File No. 000-23314, and
incorporated herein by reference).
4.7 Amendment No. 2 to Amended and Restated By-Laws (filed as Exhibit 3.2
to the Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on May 3, 2005, Commission File No. 000-23314, and
incorporated herein by reference).
4.8 Form of Specimen Certificate representing the Registrant's Common
Stock, par value $.008 per share (filed as Exhibit 4.2 to Amendment No.
1 to the Registrant's Registration Statement on Form S-1, Registration
No. 33-73028, filed with the Commission on December 17, 1993, and
incorporated herein by reference).
5 Opinion of Bass, Berry & Sims PLC, counsel to the Registrant.
10 Tractor Supply Company 2006 Stock Incentive Plan (filed as Exhibit 99.1
to the Registrant's Current Report on Form 8-K filed with the
Commission on April 27, 2006, and incorporated herein by reference).
23.1 Consent of Ernst & Young LLP, independent registered public accounting
firm.
23.2 Consent of Bass, Berry & Sims PLC, counsel to the Registrant (included
in Exhibit 5).
24 Power of Attorney (included on signature page to this Registration
Statement).
Item 9. UNDERTAKINGS.
------------
A. The 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 this
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
this 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% 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
this Registration Statement or any material change
to such information in this Registration Statement;
PROVIDED, HOWEVER, that clauses (a)(1)(i) and
(a)(1)(ii) shall 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 into this 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 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 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in this
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on this 10th day of
August, 2006.
TRACTOR SUPPLY COMPANY
By: /s/ Anthony F. Crudele
--------------------------------
Anthony F. Crudele
Senior Vice President - Chief
Financial Officer and Treasurer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby
constitutes and appoints Anthony F. Crudele and James F. Wright and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated below.
Signature Title Date
--------- ----- ----
/s/ Anthony F. Crudele Senior Vice President - Chief Financial August 10, 2006
-------------------------------------------- Officer and Treasurer (Principal
Anthony F. Crudele Financial and Accounting Officer)
/s/ James F. Wright President and Chief Executive Officer August 10, 2006
-------------------------------------------- and Director (Principal Executive
James F. Wright Officer)
/s/ Joseph H. Scarlett, Jr. Chairman of the Board August 10, 2006
--------------------------------------------
Joseph H. Scarlett, Jr.
/s/ Jack C. Bingleman Director August 10, 2006
--------------------------------------------
Jack C. Bingleman
/s/ S. P. Braud Director August 10, 2006
--------------------------------------------
S. P. Braud
/s/ Cynthia T. Jamison Director August 10, 2006
--------------------------------------------
Cynthia T. Jamison
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/s/ Gerard E. Jones Director August 10, 2006
--------------------------------------------
Gerard E. Jones
/s/ Joseph D. Maxwell Director August 10, 2006
--------------------------------------------
Joseph D. Maxwell
/s/ Edna K. Morris Director August 10, 2006
--------------------------------------------
Edna K. Morris
/s/ Sam K. Reed Director August 10, 2006
-------------------------------------------
Sam K. Reed
/s/ JOSEPH M. Rodgers Director August 10, 2006
-------------------------------------------
Joseph M. Rodgers
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EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-8,
Registration No. 333-102768, filed with the Commission on January 28,
2003 and incorporated herein by reference).
4.2 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant (filed as Exhibit 4.2 to Registrant's Registration
Statement on Form S-8, Registration No. 333-102768, filed with the
Commission on January 28, 2003, and incorporated herein by reference).
4.3 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant (filed as Exhibit 4.3 to Registrant's Registration
Statement on Form S-8, Registration No. 333-102768, filed with the
Commission on January 28, 2003, and incorporated herein by reference).
4.4 Third Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant (filed as Exhibit 3.1 to Registrant's
Quarterly Report on Form 10-Q, filed with the Commission on May 3,
2005, Commission File No. 000-23314, and incorporated herein by
reference).
4.5 Amended and Restated By-laws of the Registrant (filed as Exhibit 3.7 to
the Registrant's Registration Statement on Form S-1, Registration No.
33-73028, filed with the Commission on December 17, 1993, and
incorporated herein by reference).
4.6 Amendment No. 1 to Amended and Restated By-Laws (filed as Exhibit 3.5
to the Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on August 4, 2004, Commission File No. 000-23314, and
incorporated herein by reference).
4.7 Amendment No. 2 to Amended and Restated By-Laws (filed as Exhibit 3.2
to the Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on May 3, 2005, Commission File No. 000-23314, and
incorporated herein by reference).
4.8 Form of Specimen Certificate representing the Registrant's Common
Stock, par value $.008 per share (filed as Exhibit 4.2 to Amendment No.
1 to the Registrant's Registration Statement on Form S-1, Registration
No. 33-73028, filed with the Commission on December 17, 1993, and
incorporated herein by reference).
5 Opinion of Bass, Berry & Sims PLC, counsel to the Registrant.
10 Tractor Supply Company 2006 Stock Incentive Plan (filed as Exhibit 99.1
to the Registrant's Current Report on Form 8-K filed with the
Commission on April 27, 2006, and incorporated herein by reference).
23.1 Consent of Ernst & Young LLP, independent registered public accounting
firm.
23.2 Consent of Bass, Berry & Sims PLC, counsel to the Registrant (included
in Exhibit 5).
24 Power of Attorney (included on signature page to this Registration
Statement).