As filed with the Securities and Exchange Commission on November 13, 2002.
Registration No. 333-96583
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
Amendment No. 2 To
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
RADIOSHACK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1047710
(State or other jurisdiction of incorporation or (I.R.S. employer identification number)
organization)
100 Throckmorton Street, Suite 1800, Fort Worth, Texas 76102, 817-415-3700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
M. C. Hill, Esq. Copies of Correspondence to:
Senior Vice President, Corporate Secretary and General Counsel Dwight A. Kinsey, Esq.
RadioShack Corporation Satterlee Stephens Burke & Burke LLP
100 Throckmorton Street, Suite 1800 230 Park Avenue
Fort Worth, Texas 76102 New York, New York 10169
817-415-3924 212-818-9200
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
---------------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
---------------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------------------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
to be registered registered (1) per share (2) price (2) fee(2) (3)
----------------------------------------------------------------------------------------------------------
Common Stock, 225,000 $ 27.24 $ 6,129,000 $ 563.87
par value $1 per share
Preferred Share Purchase
Rights (4)
----------------------------------------------------------------------------------------------------------
(1) If, prior to the completion of the distribution of the Common Stock covered
by this registration statement, additional shares of Common Stock are
issued or issuable as a result of a stock split or stock dividend, this
registration statement shall be deemed to cover such additional shares
resulting from the stock split or stock dividend pursuant to Rule 416.
(2) Calculated based upon the average of the high and low sale prices as
reported by the New York Stock Exchange and published in the Wall Street
Journal as of a date within five (5) business days prior to the date of
filing this registration statement in accordance with Rule 457 (c).
(3) Previously paid.
(4) Represents corresponding right to purchase shares of RadioShack Series A
Junior Participation Preferred Stock, no par value, pursuant to an Amended
and Restated Rights Agreement dated July 26, 1999 between RadioShack
Corporation and Bank Boston, N.A. now known as EquiServe Trust Company,
N.A. We will issue one right to purchase one share of our series A Junior
Participation Preferred Stock as a dividend on each share of our common
stock being
registered. The rights initially are attached to and trade with shares of
our common stock being registered. Value attributable to these rights, if
any, is reflected in the market price of our common stock.
The registrant hereby amends this registration statement on such date or
dates as my be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 17, 2002
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
[LOGO OF RADIOSHACK]
Prospectus
Dealer/Franchisee Rewards Plan
Take Stock In RadioShack
The Dealer/Franchisee Rewards Plan, "Take Stock In RadioShack" of
RadioShack Corporation provides our individual Dealer/Franchisees with an
advantageous way to buy shares of our common stock. If Dealer/Franchisees
maintain a minimum average of $50,000 of annual net purchases of our supplied
products per retail location and do not show an annual decrease in net purchases
of 5% or greater, then under the plan Dealer/Franchisees are automatically
enrolled in the plan and awarded credits which allows them to purchase shares of
our common stock. The number of credits to be awarded is based on the amount of
annual net purchases of our supplied products and the percentage of increase of
such purchases over the prior year. If a Dealer/Franchisee voluntarily elects to
redeem credits by making a payment of $25.00 per credit toward the purchase of
our common stock, we will contribute an additional amount towards such purchase
equal to a percentage rate of either 40%, 60% or 80% of the $25.00 paid per
credit redeemed, determined by the Dealer/Franchisee's period of tenure with us.
See "Risk Factors" on page 4 of this prospectus of certain risks you should
consider in connection with an investment in our common stock.
The price of shares of common stock purchased under the plan will be
equal to the closing price of shares of our common stock on the last trading day
of February of the applicable calendar year. Our common stock is traded on the
New York Stock Exchange under the symbol "RSH". The last reported sale price for
our common stock on [ , 2002] was [$ ] per share. This prospectus covers 225,000
shares of our common stock.
To the extent required by applicable law in certain jurisdictions,
shares of our common stock offered under the plan will be offered through a
broker-dealer selected by us.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _________, 2002
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION............................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................... 4
RADIOSHACK.......................................................... 4
RECENT DEVELOPMENTS................................................. 5
RISK FACTORS........................................................ 5
TAKE STOCK IN RADIOSHACK PLAN....................................... 6
Advantages and features....................................... 6
Plan administration........................................... 6
Plan qualification............................................ 6
Plan enrollment............................................... 7
Purchasing common stock....................................... 7
Continuous Tenure as a Dealer/Franchisee...................... 8
Awarding credits.............................................. 8
Multiple locations and new Dealer/Franchisees................. 8
Election and distribution of common stock..................... 9
Cash dividends................................................ 9
Voting of stock............................................... 9
Changes in capitalization..................................... 9
Withdrawal - early payment.................................... 10
Beneficiary rights............................................ 10
Transfer; assignment.......................................... 10
Administration................................................ 10
Limitation of participant's rights............................ 10
Delivery in the event of death................................ 10
Notices, communication, delivery and identity................. 11
Amendment, suspension or termination.......................... 11
Cash refund................................................... 11
Tax consequences of participation in the plan................. 11
No rights as a stockholder.................................... 12
Funds, common stock set aside for payment..................... 12
Limitation on liability....................................... 12
Governing law................................................. 12
USE OF PROCEEDS..................................................... 12
PLAN OF DISTRIBUTION................................................ 13
LEGAL MATTERS....................................................... 13
EXPERTS............................................................. 13
APPENDIX...................................................... A-i
Unless otherwise specified, the information in this prospectus is as of
________, 2002. We anticipate that changes will occur in our affairs after that
date. We have not authorized anyone to give any information or to make any
representations, other than as contained in this prospectus, in connection with
the offer contained in this prospectus. If anyone gives you any information or
makes any representation in connection with this offer, you should not rely on
it as information that we authorized. This prospectus does not constitute an
offer to sell our common stock in any state or other jurisdiction where it is
unlawful to make such an offer.
2
AVAILABLE INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, and its rules and regulations. The Exchange Act requires us to
file reports, proxy statements and other information with the SEC. Copies of
these reports, proxy statements and other information can be inspected and
copied at:
SEC Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. You may also obtain copies of any material we
have filed with the SEC by mail at prescribed rates from:
Public Reference Section
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-0004
Finally, you may obtain these materials electronically by accessing the SEC's
home page on the Internet at:
http://www.sec.gov
Also, reports and other information concerning us are available for inspection
and copying at:
New York Stock Exchange
20 Broad Street
New York, New York 10005
A registration statement on Form S-3 with respect to the shares offered hereby
(together with any amendments, exhibits and schedules thereto) has been filed
with the SEC under the Securities Act of 1933, as amended. This prospectus does
not contain all of the information contained in such registration statement,
certain portions of which have been omitted pursuant to the rules and
regulations of the SEC. For further information with respect to us and the
shares offered hereby, reference is made to the registration statement.
Statements contained in this prospectus regarding the contents of any contract
or any other documents are not necessarily complete and, in each instance,
reference is hereby made to the copy of such contract or document filed as an
exhibit to the registration statement. The registration statement may be
inspected without charge at the SEC's principal office in Washington D.C., and
copies of all or any part thereof may be obtained from the Public Reference
Section of the SEC at the address set forth above, upon payment of prescribed
fees.
We will promptly furnish, without charge, a copy of any and all of the
information incorporated by reference in this prospectus upon your written or
oral request to:
RadioShack Corporation
100 Throckmorton Street, Suite 1700
Fort Worth, Texas 76102
Telephone (817) 415-3022
Attention: Shareholder Services
3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which we previously filed with the SEC under Section 13
or 15 of the Exchange Act, are incorporated by reference into this prospectus:
RadioShack SEC Filings (File No. 1-5571)
1. Annual Report on Form 10-K (filed March 29, 2002) for the twelve months
ended December 31, 2001;
2. Proxy Statement for the Annual Meeting of Stockholders held on May 16, 2002
(filed April 12, 2002);
3. Quarterly Report on Form 10-Q (filed May 13, 2002) for the quarter ended on
March 31, 2002;
4. Form 8-K filed on July 16, 2002;
5. Quarterly Report on Form 10-Q (filed August 13, 2002) for the quarter ended
on June 30, 2002; and
6. Quarterly Report on Form 10-Q (filed November __, 2002) for the quarter
ended on September 30, 2002.
In addition, we incorporate by reference the descriptions of our common stock
and preferred stock purchase rights, which are contained in registration
statement on Form 8-B, dated February 26, 1968, registration statement on Form
8-A, dated August 26, 1986, Amendment No. 1 on Form 8-A to registration
statement on Form 8-A, dated July 11, 1988, Amendment No. 2 on Form 8-A to
registration statement on Form 8-A, dated June 27, 1990 and Amendment No. 3 on
Form 8-A to registration statement on Form 8-A, dated August 10, 1999 filed with
the SEC, as updated in any amendment or report filed for such purpose.
Finally, we incorporate by reference in this prospectus all documents that we
may file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and before the filing of a post-effective amendment
(which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold). Those documents are a part of this
prospectus from the date of their filing and later information we file with the
SEC will automatically update and supersede this information.
RADIOSHACK
We are a leading marketer of consumer electronics with a broad retail
distribution system engaged in marketing products and services in such diverse
technologies as audio, video, telephony and personal computers. We market
products primarily in the United States. Our retail distribution system is
comprised of the RadioShack store chain and our website. Through our
company-owned stores, our independently owned Dealer/Franchisees and our
website, we distribute private label and branded electronic parts and
accessories, audio/visual equipment, direct-to-home satellite systems, personal
computers, cellular, PCS and conventional telephones, as well as specialized
services and products, such as scanners, electronic toys and hard to find
accessories and batteries.
Our principal executive offices are located at 100 Throckmorton Street,
Suite 1800, Fort Worth, Texas 76102. Our mailing address is 100 Throckmorton
Street, Suite 1800, P.O. Box 17180, Fort Worth, Texas 76102 and our telephone
number is (817) 415-3700.
RECENT DEVELOPMENTS
Sprint has recently decided to deactivate the accounts of customers
that are not paying for services or are engaged in fraudulent activities.
Additionally, Sprint announced that it will be tightening its ongoing
4
credit screening requirements and payment options. We believe these activities
will have no significant impact on our operations or on our ability to sell
Sprint services or acquire new customers.
The recent West Coast longshoremen lockout has had no significant
impact on our operations nor have we been advised of any significant impact
affecting any of our suppliers.
RISK FACTORS
You should consider the following risks in determining whether to
purchase shares of our common stock under the plan. Please consider these
factors along with the other information contained in this document, the
Appendix, exhibits and the documents incorporated by reference.
Adverse changes in national or regional U.S. economic conditions could adversely
affect our financial results.
We operate nationally with over 5,000 company owned stores and over
2,000 dealer/franchise outlets. Overall consumer confidence, consumer credit
availability, recessionary trends and consumers' disposable income and spending
levels directly impact the volume of customer traffic and level of sales in our
company owned stores and dealer/franchise outlets. Negative trends, whether
national or regional in nature, in any of these economic conditions could
adversely affect our financial results.
Our competition is both intense and varied and our failure to effectively
compete could adversely affect our prospects.
In the retail consumer electronics marketplace, the level of
competition is intense and we compete primarily with retail stores and also
utilizes alternative methods and channels of distribution such as e-commerce,
telephone shopping services and mail order. This marketplace can present us with
difficulties in retaining existing customers, attracting new customers and
maintaining our profit margins which can adversely affect our prospects.
We may be unable to successfully execute our merchandising and marketing
strategic initiatives and our relationships with third party vendors and service
providers.
We have undertaken a variety of strategic initiatives including our
merchandising and product marketing strategic business units, participation in
emerging sales channels, as well as our relationships with a number of third
party vendors and service providers. If we fail to successfully execute these
initiatives, our business could be adversely affected.
The consumer electronics marketplace is dynamic and challenging because of the
introduction of new products and services.
New products and services and product features are constantly being
introduced which can cause us operational difficulties because we may be unable
to timely change our existing merchandise sales mix in order to meet these
competitive pressures.
We have relationships with a number of third party vendors and service
providers, which we may not be able to execute, maintain and operate profitably.
If we are unable to successfully execute, maintain and profitably
operate our relationships with our vendors and third party service providers
this could cause our financial performance and results of operations to be
adversely affected.
5
The lack of availability of inventory could adversely affect our financial
results
We source inventory, both domestically and internationally, which is
subject to being affected by a number of factors, namely, supply and demand,
labor unrest, the war on international terrorism and untimely deliveries. The
occurrence of any one of these factors affecting the supply of our inventory
could adversely impact our financial results.
6
TAKE STOCK IN RADIOSHACK PLAN
Advantages and features
Some of the advantages and features of the plan which are described
in this prospectus are:
.. Our Dealer/Franchisees who satisfy all of the requirements of the plan, are
automatically enrolled as participants in the plan and awarded credits
allowing them to purchase shares of our common stock by paying $25.00 per
credit.
.. We will contribute an additional amount to the participant's purchase of
common stock equal to a percentage rate of either 40%, 60% or 80%,
determined by the Dealer/Franchisee's tenure with us, of the $25.00 paid
per credit redeemed.
.. Participants obtain an ongoing ownership stake in our company.
.. Participants purchase common stock without incurring a brokerage fee or
other transaction costs.
.. After purchase, participants will receive any cash dividends declared on
common stock held.
.. Personal recordkeeping is simplified by the plan administrator's issuance
of statements indicating activity.
Plan administration
We, and persons we select to act as the plan administrator, administer
the plan, keep records, send statements of account activity to participants and
perform clerical duties related to the plan. The plan administrator will
purchase all shares of common stock to be acquired under the plan directly from
us. No open market purchase of common stock will be made for plan purposes.
All inquiries and instructions concerning the plan should be directed to:
RadioShack Corporation
100 Throckmorton Street, Suite 1700
Fort Worth, Texas 76102
Telephone: (817) 415-3022
Attention: Shareholder Services
Plan qualification
In order to qualify to buy common stock under the plan, a
Dealer/Franchisee must satisfy all the following requirements:
.. A Dealer/Franchisee must have minimum average of annual net purchases of
$50,000 of our supplied products per retail location and must not have an
annual decrease of 5% or greater over the prior year in net purchases in
order to be enrolled in the plan and awarded credits;
.. A Dealer/Franchisee must meet or exceed required levels of increases from
the previous year in annual net purchases of our supplied products during
the full calendar year as described in the Appendix attached to this
prospectus;
.. A Dealer/Franchisee, on December 31 of each year must have been a
continuous active Dealer/Franchisee as of January, and each month after
that during that full calendar year and for each year thereafter, and be
conducting an ongoing business and our records must reflect each of these
facts;
7
.. A Dealer/Franchisee's accounts payable to us must be current as of the time
of purchase of common stock under the plan; and
.. A Dealer/Franchisee, at the time of purchase and issuance of common stock
under the plan, must also continue to be an active Dealer/Franchisee.
The requirements to qualify to purchase common stock and to receive the
percentage levels of contributions from us under the plan shall start and be
measured as of January 1, 2002. For example, if an active Dealer/Franchisee has
completed over five full years of continuous tenure with us, as of January 1,
2002, we would compare purchase levels during 2001 to 2002 and then contribute
at the 80% level for each $25.00 paid per credit awarded and redeemed. For a
Dealer/Franchisee who has completed less than five full years but more than
three full years of continuous tenure with us we would make a similar comparison
of purchase levels and then contribute at the 60% level for each $25.00 paid per
credit awarded and redeemed. For Dealer/Franchisees who have completed less than
three full years of continuous tenure with us we would, in this example,
contribute at the 40% level for each $25.00 paid per credit awarded and
redeemed.
Plan enrollment
No plan enrollment forms will be sent to Dealer/Franchisees.
Dealer/Franchisees who are purchasing our products through our Dealer/Franchise
division which are intended for resale are automatically enrolled as
participants in the plan. This means that a Dealer/Franchisee is eligible to
redeem credits under the plan by the payment of $25.00 per credit so long as
that Dealer/Franchisee meets all of the terms and requirements of the plan. The
decision whether to redeem all or a portion of the credits that may be earned by
the payment of $25.00 per credit is entirely up to the participating
Dealer/Franchisee. Any credits awarded for net purchases during any one calendar
year and not utilized by the payment of $25.00 per credit towards the purchase
of common stock will be canceled as of April 10 of the immediately following
year.
We may elect not to permit a person to become a participant in the plan
if that person lives in any jurisdiction or foreign country, where, in our
judgment, the burden or expense of compliance with applicable state blue sky
laws, securities laws or other requirements make participation improbable or
inadvisable.
Purchasing common stock
Once a person is a participant in the plan he or she will be awarded
credits valued at $25.00 each for purposes of the plan for achieving various
levels of annual net purchases of products as described in the section entitled
"Awarding credits" below. These credits may be applied toward the purchase of
our common stock. The number of credits awarded at each required net purchase
level of products will vary depending on the applicable percentage of annual
product net purchase gain or loss from the previous year achieved by the retail
location[s] owned by a participant. These credits shall be applied after the end
of the applicable year by the plan administrator to the participant's account
maintained by the plan for each participant. If a participant elects under the
plan to purchase our common stock, a participant may redeem the credits awarded
by paying $25.00 per credit. Upon receipt of this payment we will contribute an
additional amount to the purchase determined by multiplying the following
applicable percentages times each $25.00 credit redeemed:
Period of Continuous Tenure
as a RadioShack Dealer/Franchisee Amount of
as of January 1, 2002 Contribution
--------------------- ------------
Day one through three years 40% of $25.00 credit redeemed
Over three years through five years 60% of $25.00 credit redeemed
Over five years 80% of $25.00 credit redeemed
8
The whole number of shares of common stock resulting from the division of the
closing price of our common stock on the last trading day in February of the
applicable year into the value of the total number of credits awarded and
redeemed by the payment of $25.00 per credit by a participant plus our
contribution to a participant's account will be sent to a participant on or
about April 30 of the applicable year. For example, if a participant has been a
Dealer/Franchisee for two years and has been awarded and redeems five credits by
the payment of $25.00 per credit ($125.00), then our contribution will be an
additional $50.00 (40% of the redeemed credits) for a total of $175.00 to be
used towards the purchase of our common stock. Assuming, in this example that
the closing price of common stock on the last trading day in February is $25.00
per share, a participant would receive seven shares of common stock. A
Dealer/Franchisee may redeem all or only a portion of awarded credits, however
unused or partial credits will not be carried forward. No partial or fractional
shares of common stock will be issued. Under the plan all our matching
contributions are used for the purchase of our shares and any cash represented
by a fractional share is attributable to the cash payment made by a
Dealer/Franchisee. If there is any excess cash payment as a result of a
fractional share, the Dealer/Franchisee will always receive a cash refund equal
to the value of the fractional share. We will never retain the cash value of any
fractional share. There will be no other cash payments made to participants.
Continuous Tenure as a Dealer/Franchisee
If a Dealer/Franchisee at any time is not active with us for a period of three
months or more and then resumes being an active Dealer/Franchisee, the period of
continuous tenure will start over and, when again eligible to redeem credits
under the plan, our contribution will be at 40%. Additionally, should a
Dealer/Franchisee with a single store location sell the original store location
and acquire a new store location, then regardless of the time period involved,
the Dealer/Franchisee will start over and, when again eligible to redeem credits
under the plan, our contribution level will be at 40%.
Awarding credits
To be awarded credits, the plan requires a minimum average of $50,000
of annual net purchases of products per retail location owned by a participant.
"Net purchases" means the purchase of products supplied or billed from one of
our warehouse/distribution centers, through our Dealer/Franchise division, to
the Dealer/Franchisee, net of returns, credits for defective merchandise, and
other credits. These net purchases shall be determined only from the year-end
purchase/sale records of our Dealer/Franchise division. As net purchases
increase (both in amount and as compared to the previous year) the number of
credits awarded increases. The chart in the Appendix describes the credit award
levels for both single and multiple locations. The plan has two award levels. A
retail location with net purchases of less than $150,000 during a given calendar
year and having an annual double digit net purchase gain over the previous year
during that given calendar year will be awarded twice the number of credits as a
similar retail location achieving an annual single digit gain in net purchases.
Also, a retail location with net purchases of more than $150,000 during a given
calendar year and achieving a 5% or greater increase in net purchases over the
previous year during that given calendar year, will be awarded twice the amount
of credits as a similar retail location achieving a gain in net purchases of 0%
to 4.99% in a calendar year. All retail locations that show an annual decrease
in net purchases of 5% or greater will not be awarded credits.
Multiple locations and new Dealer/Franchisees
If multiple retail locations are owned by a participant, and the
average annual net purchases for all these locations equal at least $50,000 per
location per calendar year, those net purchases will qualify to be awarded
credits in order to be eligible to purchase common stock. Two retail locations
require $100,000 of net purchases of products or an average of $50,000 per
location in a calendar year. For example, should
9
one location have $60,000 of net purchases of products and another location have
$40,000 of net purchases in a calendar year both will qualify under the plan to
be awarded credits. After reaching the minimum net purchase requirement, each
$25,000 of net purchase increase would be awarded credits the same as a single
retail location. If an existing Dealer/Franchisee (as of January of any calendar
year) opens a new retail location (in addition to an existing location) at any
time during the calendar year, and the average annual net purchases for all
retail locations owned by that Dealer/Franchisee equal at least $50,000 per
location, then the net purchases of the new location will qualify to be awarded
credits. As shown on the chart in the Appendix, new Dealer/Franchisees who
order, pay for, and receive Products as of January of any year will be eligible
to qualify to be awarded Credits at the 0 to 9.99% purchase level for Net
Purchases under $150,000 and at the 0 to 4.99% purchase level for Net Purchases
over $150,000. New Dealer/Franchisees purchasing Products between February 1 and
December 31 of a year will be eligible to qualify to be awarded Credits in the
following year if they do not have a decrease of 5% or greater in Net Purchases
in that following year.
Election and distribution of common stock
As promptly as practicable after the end of February of the applicable
calendar year, but on or about March 10, the plan administrator will mail to
each participant notice of the closing price of our common stock on the last
trading day in February and an election and payment form as well as a statement
of the amount, if any, of credits in the participant's account. Should a
participant elect to redeem credits in order to receive our contribution and
acquire our common stock, a participant must complete the election form, enclose
payment for the credits and deliver the form and payment to us not later than
April 10 of the applicable year. Upon receipt of the election form and
determining that good and sufficient funds have been received, we will
distribute to each participant who qualifies under the plan the whole number of
shares of common stock resulting from the division of the applicable closing
price into the value of the total number of credits awarded, redeemed and paid
for by a participant plus our contribution to a participant's account. It is
expected that shares of our common stock will be mailed to participants on or
about April 30 of each year the plan is in effect.
Any credits awarded for net purchases during any one calendar year and
not utilized to purchase common stock shall be canceled as of April 10 of the
next year. Credits have no value outside of the plan and may not be sold,
hypothecated, pledged, assigned or otherwise transferred.
Cash dividends
Declared cash dividends on common stock will not be applied to credits
in a participant's account. Participants will only be entitled to receive cash
dividends declared by us after they become a record owner of common stock and
remain a record owner on the dividend record date.
Voting of stock
Credits do not give participants any voting rights. When a participant
becomes an owner of record of our common stock, they will have the voting rights
accorded to owners of our common stock.
Changes in capitalization
In the event of a stock dividend, stock split, merger or
recapitalization affecting the number of outstanding shares of our common stock,
the number of credits applied to a participant's account will not be adjusted.
Withdrawal - early payment
There are no early payment or withdrawal rights under the plan.
10
Beneficiary rights
There are no rights under the plan to designate a beneficiary of
credits or otherwise gift, or pass by a will the right to receive credits or
common stock under the plan.
Transfer; assignment
Neither the shares of common stock prior to the date the participant
becomes the record owner of such shares nor any interest in the credits held
under the plan shall be sold, transferred, assigned, alienated, pledged, or
otherwise encumbered or disposed of in whole or in part, either directly, by
operation of law, or otherwise. If any attempt is made by a participant to sell,
transfer, assign, alienate, pledge, or otherwise encumber or dispose his or her
interest in such shares of common stock prior to the date the participant
becomes the record owner of such shares, or the credits, for his or her debts,
liabilities in tort or contract, or otherwise, then we, in our sole discretion,
may terminate the participant from the plan, and the participant shall have no
further rights under the plan or in any credits including the right, if any, to
purchase shares of our common stock thereunder.
Administration
The plan shall be administered by us as the plan administrator and our
President or such other person or persons as may be designated by our President.
Our power and authority concerning the administration of the plan shall
include, in addition to other powers, the following:
1. Authorizing delivery of common stock;
2. Making, amending and enforcing all appropriate rules and
regulations for the administration of the plan; and
3. Deciding or resolving any and all questions or disputes as may
arise in connection with the plan.
Any determination, decision made by us or action we take concerning any
question, dispute or disagreement arising out of or in connection with the
construction, interpretation, administration and application of the plan and of
its rules and regulations, shall lie within our absolute discretion and shall be
final and binding upon all participants and any persons claiming any rights
under the plan.
Limitation of participant's rights
No participant nor any person claiming the participant's rights shall
have any right or interest in the plan that is not expressly granted.
Delivery in the event of death
In the event of the death of the participant, any delivery of common
stock otherwise due under the terms of the plan shall be made to the heirs or
the executor or administrator of the estate of the participant.
11
Notices, communication, delivery and identity
All notices, delivery of common stock and communications to a
participant in connection with the plan shall be deemed to have been given, made
or delivered when mailed with postage prepaid, or sent by overnight express
delivery service, to the participant at the address last appearing on our
records.
All notices, instructions or other communications by a participant to
us in connection with the plan shall be deemed to have been given, made or
delivered only when in fact received by us at:
100 Throckmorton Street
Suite 1700
Fort Worth, Texas 76102
Attention: Shareholder Services
The identity of a Dealer/Franchisee for all purposes under the plan
shall be determined solely from the records of our Dealer/Franchise division.
Amendment, suspension or termination
We may amend, suspend or terminate the plan at any time or from time to
time.
Cash refund
If, prior to the date a participant becomes the record owner of common
stock under the plan, the plan is suspended or terminated or a participant
terminates participation in the plan for any reason, any cash payment previously
made by a participant shall be promptly refunded without any interest earned
thereon.
Tax consequences of participation in the plan
The following is a discussion of the material federal income tax consequences
under current law of the credits awarded, paid for and redeemed under the plan.
Participants should also consult with their own tax advisor concerning the
federal, state, local and other tax consequences of the redemption of credits
and the ownership and disposition of the underlying securities.
A participant will not recognize taxable income upon the award of
credits under the plan. Should a participant elect to redeem credits in order to
receive our contribution and acquire common stock, the participant will
recognize taxable income to the extent the fair market value of the common stock
acquired exceeds the amount paid for the common stock by the participant not
including our contribution. For purposes of determining the amount of taxable
income recognized by the participant upon the acquisition of our common stock,
the fair market value of our common stock shall be equal to the number of shares
acquired by the participant multiplied by the average of the high and low sale
prices of shares of common stock on the New York Stock Exchange on the date the
shares are distributed to the participant. The taxable income recognized by the
participant may not equal the company contribution due to possible fluctuations
in the sale price of our common stock occurring from the last trading day in
February (the valuation date for determining the share purchase price) and the
date the shares are actually distributed to the participant.
The amount of taxable income generated upon the acquisition of our
common stock by the participant, if any, will be determined by us and reported
to the IRS on Form 1099-MISC, Miscellaneous Income. A copy of Form 1099-MISC
will be provided to the participant in the year following the calendar year in
which the stock is purchased. An exception to this reporting requirement is
provided for taxable income recognized by participants which are incorporated.
For purposes of determining gain or loss on the subsequent disposition
of our common stock acquired under the plan, the participant's cost basis will
be equal to the sum of the amount paid by the participant plus the amount of
taxable income, if any, recognized upon the acquisition of the common stock.
12
The difference, if any, between the sales price of the shares and the cost basis
of the shares will be treated as a long-term or short-term capital gain or loss,
depending upon whether or not the shares were sold more than one year after the
date of acquisition.
The participant will also be subject to tax on the amount of any
dividends earned with respect to common stock purchased under the plan. We will
report to the IRS the amount of dividends paid to the participant on Form
1099-DIV, Dividend Income. A copy of Form 1099-DIV will also be provided to the
participant in the year following the calendar year in which the dividends are
paid. An exception to this reporting requirement is provided for dividends paid
to participants which are corporations.
In the event taxable income recognized by a participant on the
acquisition of our common stock is subject to U.S. Federal income tax
withholding, the plan administrator will withhold the required amount of taxes
and remit them to the appropriate taxing authority. Any withholding of tax
required upon the issuance of common stock will be satisfied by withholding
shares equal to the fair market value of the required withholding tax on the
date of acquisition.
No rights as a stockholder
No participant will have the right to exercise any of the rights and
privileges of a stockholder because of credits applied to a participant's
account under the plan.
Funds, common stock set aside for payment
We will not set aside monies or shares of our common stock or establish
a trust or fund to assist in the delivery of our common stock. Participants and
their personal representatives have rights under the plan no greater than our
general unsecured creditors.
Limitation on liability
Neither we nor the plan administrator shall be liable for any act done
in good faith or for any omission to act, including, without limitation, any
claims of liability (a) concerning the prices of our common stock, or (b) for
any fluctuation in the market value before or after purchase or sale of our
common stock under the plan. Nothing in this plan shall take away any rights a
participant might have under the Securities Act, or other applicable federal or
state securities laws.
Governing law
The terms and conditions of the plan and its operation are governed by
the laws of the State of Texas.
USE OF PROCEEDS
All purchases of common stock made under the plan will be made
directly from us and sourced or fulfilled with common stock from our treasury
stock. The plan or the broker-dealer will not make any open market purchases of
common stock for plan purposes. The principal purpose of the plan is to provide
our Dealer/Franchisees with shares of our common stock in order to align their
interests with us and to motivate the Dealer/Franchisees to increase their
purchases of our products. We will receive proceeds from these purchases and
from the redemption of credits by participants made in connection with purchases
of shares of our common stock under the plan. The proceeds from purchases of our
common stock shall be used by us for general corporate purposes.
13
PLAN OF DISTRIBUTION
We will pay all costs, fees, brokers fees and commissions incurred by
the plan and those related to the administration of the plan. Such costs and
expenses are not expected to exceed $15,000. 00. As described in the plan,
shares of our common stock will be issued to Dealer/Franchisees from our
treasury stock in exchange for credits earned and paid for by participants and
our contribution. No open market purchases of common stock will be made for plan
purposes. Plan administrators who are our full-time employees will offer shares
under the plan on our behalf. None of these employees are registered
broker-dealers and they receive no extra payment or compensation because of
their administrative duties in connection with the plan. These administrative
duties include sending written communications to Dealer/Franchisees on the
awarded credits and other plan requirements, administering the processing of
redemption of the credits and the payment for shares of our common stock,
calculating the appropriate amount of our matching contribution and issuing and
delivering the stock certificates to Plan participants in a timely manner. To
the extent required by applicable law in certain jurisdictions, shares of our
common stock offered under the plan will be offered through a broker-dealer
selected by us.
LEGAL MATTERS
An opinion concerning the validity of the issuance of our shares of
common stock has been rendered for us by Mark C. Hill, our Senior Vice
President, Corporate Secretary and General Counsel. Mr. Hill beneficially owns
or has rights to acquire under employee benefit plans, an aggregate of less than
1% of our shares of common stock.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference to the Annual Report on Form 10-K of RadioShack Corporation for the
year ended December 31, 2001 have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.
14
Appendix
Minimum Annual Purchases Required to Participate in the Take Stock in RadioShack
Plan: $50,000 PER STORE Purchase Levels are tiered in $25,000 increments
STARTING AT THE $50,000 PURCHASE LEVEL
Purchase Credits Issued Credits Issued Credits Issued
Levels With a Net Purchase with a Net Purchase With a Net Purchase Gain
Decrease of Gain of
Negative 0 to -4.99% Positive 0 to 9.99%* of 10% or Greater
---------------------------------------------------------------------------------------------------------------------------
$50,000 TO $74,999 5 10 20
$75,000 TO $99,999 7 15 30
$100,000 TO $124,999 10 20 40
$125,000 TO $149,999 12 25 50
STARTING AT THE $150,000 PURCHASE LEVEL
Purchase Credits Issued Credits Issued Credits Issued
Levels With a Net Purchase with a Net Purchase With a Net Purchase Gain
Decrease of Gain of
Negative 0 to -4.99% Positive 0 to 4.99%* of 5% or Greater
---------------------------------------------------------------------------------------------------------------------------
$150,000 TO $174,999 15 30 60
$175,000 TO $199,999 17 35 70
$200,000 TO $224,999 20 40 80
$225,000 TO $249,999 22 45 90
$250,000 TO $274,999 25 50 100
$275,000 TO $299,999 27 55 110
$300,000 TO $324,999 30 60 120
$325,000 TO $349,999 32 65 130
$350,000 TO $374,999 35 70 140
$375,000 TO $399,999 37 75 150
$400,000 TO $424,999 40 80 160
$425,000 TO $449,999 42 85 170
$450,000 TO $474,999 45 90 180
$475,000 TO $499,999 47 95 190
$500,000 TO $524,999 50 100 200
$525,000 TO $549,999 52 105 210
$550,000 TO $574,999 55 110 220
$575,000 TO $599,999 57 115 230
$600,000 TO $624,999 60 120 240
$625,000 TO $649,999 62 125 250
$650,000 TO $674,999 65 130 260
$675,000 TO $699,999 67 135 270
$700,000 TO $724,999 70 140 280
$725,000 TO $749,999 72 145 290
$750,000 TO $774,999 75 150 300
$775,000 TO $799,999 77 155 310
$800,000 TO $824,999 80 160 320
$825,000 TO $849,999 82 165 330
$850,000 TO $874,999 85 170 340
$875,000 TO $899,999 87 175 350
$900,000 TO $924,999 90 180 360
$925,000 TO $949,999 92 185 370
$950,000 TO $974,999 95 190 380
$975,000 TO $999,999 97 195 390
$1,000,000 TO $1,024,999 100 200 400
$1,025,000 TO $1,049,999 102 205 410
A-1
Purchase Credits Issued Credits Issued* Credits Issued
Levels With a Net Purchase with a Net Purchase With a Net Purchase Gain
Decrease of Gain of
Negative 0 to -4.99% Positive 0 to 4.99% of 5% or Greater
----------------------------------------------------------------------------------------------------------------------------
$1,050,000 TO $1,074,999 105 210 420
$1,075,000 TO $1,099,999 107 215 430
$1,100,000 TO $1,124,999 110 220 440
$1,125,000 TO $1,149,999 112 225 450
$1,150,000 TO $1,174,999 115 230 460
$1,175,000 TO $1,199,999 117 235 470
$1,200,000 TO $1,224,999 120 240 480
$1,225,000 TO $1,249,999 122 245 490
$1,250,000 TO $1,274,999 125 250 500
$1,275,000 TO $1,299,999 127 255 510
$1,300,000 TO $1,324,999 130 260 520
$1,325,000 TO $1,349,999 132 265 530
$1,350,000 TO $1,374,999 135 270 540
$1,375,000 TO $1,399,999 137 275 550
$1,400,000 TO $1,424,999 140 280 560
$1,425,000 TO $1,449,999 142 285 570
$1,450,000 TO $1,474,999 145 290 580
$1,475,000 TO $1,499,999 147 295 590
$1,500,000 TO $1,524,999 150 300 600
$1,525,000 TO $1,549,999 152 305 610
$1,550,000 TO $1,574,999 155 310 620
$1,575,000 TO $1,599,999 157 315 630
$1,600,000 TO $1,624,999 160 320 640
$1,625,000 TO $1,649,999 162 325 650
$1,650,000 TO $1,674,999 165 330 660
$1,675,000 TO $1,699,999 167 335 670
$1,700,000 TO $1,724,999 170 340 680
$1,725,000 TO $1,749,999 172 345 690
$1,750,000 TO $1,774,999 175 350 700
$1,775,000 TO $1,799,999 177 355 710
$1,800,000 TO $1,824,999 180 360 720
$1,825,000 TO $1,849,999 182 365 730
$1,850,000 TO $1,874,999 185 370 740
$1,875,000 TO $1,899,999 187 375 750
$1,900,000 TO $1,924,999 190 380 760
$1,925,000 TO $1,949,999 192 385 770
$1,950,000 TO $1,974,999 195 390 780
$1,975,000 TO $1,999,999 197 395 790
$2,000,000 TO $2,024,999 200 400 800
$2,025,000 TO $2,049,999 202 405 810
$2,050,000 TO $2,074,999 205 410 820
$2,075,000 TO $2,099,999 207 415 830
$2,100,000 TO $2,124,999 210 420 840
$2,125,000 TO $2,149,999 212 425 850
$2,150,000 TO $2,174,999 215 430 860
$2,175,000 TO $2,199,999 217 435 870
$2,200,000 TO $2,224,999 220 440 880
$2,225,000 TO $2,249,999 222 445 890
$2,250,000 TO $2,274,999 225 450 900
$2,275,000 TO $2,299,999 227 455 910
$2,300,000 TO $2,324,999 230 460 920
$2,325,000 TO $2,349,999 232 465 930
$2,350,000 TO $2,374,999 235 470 940
$2,375,000 TO $2,399,999 237 475 950
$2,400,000 TO $2,424,999 240 480 960
$2,425,000 TO $2,449,999 242 485 970
$2,450,000 TO $2,474,999 245 490 980
$2,475,000 TO $2,499,999 247 495 990
A-2
Purchase Credits Issued Credits Issued* Credits Issued
Levels With a Net Purchase with a Net Purchase With a Net Purchase Gain
Decrease of Gain of
Negative 0 to -4.99% Positive 0 to 4.99% of 5% or Greater
----------------------------------------------------------------------------------------------------------------------------
$2,500,000 TO $2,524,999 250 500 1000
$2,525,000 TO $2,549,999 252 505 1010
$2,550,000 TO $2,574,999 255 510 1020
$2,575,000 TO $2,599,999 257 515 1030
$2,600,000 TO $2,624,999 260 520 1040
$2,625,000 TO $2,649,999 262 525 1050
$2,650,000 TO $2,674,999 265 530 1060
$2,675,000 TO $2,699,999 267 535 1070
$2,700,000 TO $2,724,999 270 540 1080
$2,725,000 TO $2,749,999 272 545 1090
$2,750,000 TO $2,774,999 275 550 1100
$2,775,000 TO $2,799,999 277 555 1110
$2,800,000 TO $2,824,999 280 560 1120
$2,825,000 TO $2,849,999 282 565 1130
$2,850,000 TO $2,874,999 285 570 1140
$2,875,000 TO $2,899,999 287 575 1150
$2,900,000 TO $2,924,999 290 580 1160
$2,925,000 TO $2,949,999 292 585 1170
$2,950,000 TO $2,974,999 295 590 1180
$2,975,000 TO $2,999,999 297 595 1190
* New Dealer/Franchisees who order, pay for, and receive Products as of January
of any year will be eligible to qualify to be awarded Credits at the 0 to 9.99%
purchase level for Net Purchases under $150,000 and at the 0 to 4.99% purchase
level for Net Purchases over $150,000. New Dealer/Franchisees purchasing
Products between February 1 and December 31 of a year will be eligible to
qualify to be awarded Credits in the following year if they do not have a
decrease of 5% or greater in Net Purchases in that following year.
A-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of the offering are estimated as follows:
Expenses Amount*
-------- ------
Securities and Exchange Commission registration fee........ $ 563.87
Legal fees................................................. $ 2,000.00
Printing and engraving expenses............................ $ 5,000.00
Accountants' fees.......................................... $ 5,000.00
Blue sky and legal investment fees and expenses............ $ 250.00
Miscellaneous expenses..................................... $ 500.00
----------
Total $13,313.87
==========
---------
*The first item is actual; the others are estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware contains, in
Section 145, provisions relating to the indemnification of officers and
directors. Article 14 of the bylaws of the Company contains provisions
requiring indemnification by the Company of its directors and officers
to the full extent permitted by law. These provisions extend to
expenses reasonably incurred by the director or officer in defense or
settlement of any such action or proceeding.
The board of directors of the Company has general authority to
indemnify any officer or director against losses arising out of his or
her service as such, unless prohibited by law. The Company carries
insurance to cover potential costs of the foregoing indemnification of
the Company's officers and directors.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
5.1 Legal Opinion of Mark C. Hill, Esq.
23.1 Consent of Independent Accountants
23.2 Consent of Mark C. Hill, Esq. (included in opinion filed as Exhibit 5).
24.1 Power of Attorney (included on the signature page previously filed).
II-1
Item 17. Undertakings.
(a) The Company 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; 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 the undertakings set forth in clauses (i) and
-------- -------
(ii) above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15 (d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13 (a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 of 1933 and will be governed by the final adjudication of such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Fort Worth, State of Texas, on the 13th day of
November, 2002.
RadioShack Corporation
By: /s/ Michael D. Newman
---------------------
Senior Vice President
and Chief Financial Officer
II-3
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on the 13th day of November, 2002.
Signature Title
--------- -----
* Chairman of the Board,
------------------------------------ Chief Executive Officer and Director
Leonard H. Roberts (Principal Executive Officer)
/s/ Michael D. Newman Senior Vice President and
------------------------------------ Chief Financial Officer
Michael D. Newman (Principal Financial Officer)
* Senior Vice President and
------------------------------------ Controller (Principal
David P. Johnson Accounting Officer)
* Director
------------------------------------
Frank J. Belatti
* Director
------------------------------------
Ronald E. Elmquist
* Director
------------------------------------
Richard J. Hernandez
* Director
------------------------------------
Lawrence V. Jackson
* Director
------------------------------------
Robert J. Kamerschen
/s/ Michael D. Newman *
------------------------------------
By Michael D. Newman
Attorney-in-Fact
II-4
* Director
------------------------------------
Lewis F. Kornfeld, Jr.
* Director
------------------------------------
Jack L. Messman
Director
------------------------------------
William G. Morton, Jr.
* Director
------------------------------------
Thomas G. Plaskett
* Director
------------------------------------
Alfred J. Stein
* Director
------------------------------------
William E. Tucker
* Director
------------------------------------
Edwina D. Woodbury
/s/ Michael D. Newman *
------------------------------------
By Michael D. Newman
Attorney-in-Fact
II-5
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
5.1 Legal Opinion of Mark C. Hill, Esq. *
23.1 Consent of Independent Accountants
23.2 Consent of Mark C. Hill, Esq. (included in opinion filed as
Exhibit 5). *
24.1 Power of Attorney *
-----------------------
* Previously filed
II-6