Baby Superstore Inc – ‘S-8’ on 1/7/97

As of:  Tuesday, 1/7/97   ·   Effective:  1/7/97   ·   Accession #:  950168-97-27   ·   File #:  333-19355

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Baby Superstore, Inc. S-8                              6     28K 
 2: EX-5        Exhibit 5.1                                            2      9K 
 3: EX-23       Exhibit 23.1                                           1      5K 

S-8   —   Baby Superstore, Inc. S-8
Document Table of Contents

S-8
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                                                           Registration No. 33 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 BABY SUPERSTORE, INC.
(Exact name of registrant as specified in its charter)

 SOUTH CAROLINA                                             57-0527831
(State or other jurisdiction of                             (I.R.S. Employer    
incorporation or organization)                          Identification Number)  

1201 WOODS CHAPEL ROAD                                                          
DUNCAN, SOUTH CAROLINA                                                   29334  
(Address of principal executive offices)                            (Zip code)  

 BABY SUPERSTORE, INC.
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)

LINDA M. ROBERTSON
 PRESIDENT AND CHIEF OPERATING OFFICER
1201 WOODS CHAPEL ROAD
DUNCAN, SOUTH CAROLINA 29334
(864) 968-9292
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

====================================================================================================================================
    TITLE OF EACH CLASS                                  PROPOSED MAXIMUM            PROPOSED MAXIMUM                               
     OF SECURITIES TO            AMOUNT TO BE             OFFERING PRICE            AGGREGATE OFFERING             AMOUNT OF        
       BE REGISTERED             REGISTERED(1)             PER SHARE(2)                  PRICE(2)              REGISTRATION FEE     
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Common Stock, no                                                                                                                    
par value per share.......          120,000                  $24 9/16                   $2,947,500                   $894           
====================================================================================================================================

(1)      PURSUANT TO RULE 416(A), THIS REGISTRATION STATEMENT ALSO REGISTERS    
       SUCH INDETERMINATE NUMBER OF ADDITIONAL SHARES AS MAY BECOME ISSUABLE
      UNDER THE PLAN IN CONNECTION WITH SHARE SPLITS, SHARE DIVIDENDS, AND
SIMILAR TRANSACTIONS.                                         

(2)      ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE   
      PURSUANT TO RULE 457(C) AND (H) UNDER THE SECURITIES ACT OF 1933, AS
 AMENDED, BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF THE
       REGISTRANT'S COMMON STOCK ON THE NASDAQ NATIONAL MARKET ON JANUARY 3,
1997.                                                         
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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 Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange  
Act of 1934, as amended (the "Exchange Act"), are incorporated herein by        
reference:                                                                      

     (a)      The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1996;                

        (b)      All other reports filed by the Registrant with the Commission
                pursuant to Section 13(a) or 15(d) of the Exchange Act since
             the end of the Registrant's fiscal year ended January 31,
1996; and                                   

    (c)      The description of the common stock, no par value, of the
         Registrant contained in the Registrant's Registration
            Statement on Form S-1 (File no. 33-82236), including any
              amendment or report filed for the purpose of updating such
description.                                

         In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this   
Registration Statement and prior to the filing of a post-effective amendment to 
this Registration Statement which indicates that all securities offered 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.                     

ITEM 4. DESCRIPTION OF SECURITIES.                                              

Not applicable.                                               

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.                                  

Not applicable.                                               

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.                              

       As permitted by the South Carolina Business Corporations Act of 1988,
as amended, the Registrant's Amended and Restated Articles of Incorporation     
provide that a director of the Registrant shall not be personally liable to the 
Registrant or any of its shareholders for monetary damages for breach of        
fiduciary duty as a director, except for liability (i) for any breach of the    
director's duty of loyalty to the Registrant or its shareholders, (ii) for acts 
or omissions not in good faith or which involve gross negligence, intentional   
misconduct or a knowing violation of law, (iii) for any unlawful distribution as
set forth in the Code of Laws of South Carolina or (iv) for any transaction from
which the director derived an improper personal benefit. These provisions may   
have the effect in certain circumstances of reducing the likelihood of          
derivative litigation against directors. While these provisions eliminate the   
right to recover monetary damages from directors except in limited              
circumstances, rights to seek injunctive or other non-monetary relief is not    
eliminated.                                                                     

         The Registrant's Bylaws set forth certain indemnification provisions as
a contractual right of the Registrant's directors, officers and agents.         

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         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the          
Registrant pursuant to the arrangements described above, 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.                                    

Not applicable.                                               

ITEM 8. EXHIBITS.                                                               

         The exhibits listed on the Exhibit Index to this Registration Statement
are incorporated herein by reference.                                           

ITEM 9. UNDERTAKINGS.                                                           

(a)      RULE 415 OFFERINGS. The undersigned 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 the Registration
  Statement;

                       (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 subparagraphs (i) and (ii) do not
         apply if the information required to be included in a
                post-effective amendment by those subparagraphs is contained
           in periodic reports filed by the Registrant pursuant to
                 Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the 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.             

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  (b)      INCORPORATION OF SUBSEQUENT EXCHANGE ACT DOCUMENTS. The
                  undersigned 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 15(d) of the Exchange Act 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)      INDEMNIFICATION OF MANAGEMENT AND CONTROL PERSONS. 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 provisions described
                 in Item 6, or otherwise, the Registrant has been advised that
            in the opinion of the Commission such indemnification is
          against public policy as expressed in such 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.                                      

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Duncan, State of South Carolina, on January 6,  
1997.                                                                           

   BABY SUPERSTORE, INC.

  By: /s/ Jack P. Tate
                             Jack P. Tate, Chairman of the Board and
                               Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the     
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]


                 SIGNATURE                                TITLE                DATE      

                                                                                         
 /s/ Jack P. Tate                     Chairman of the Board and Chief     January 6, 1997
------------------------------------                                                     
Jack P. Tate                          Executive Officer                                  

 /s/ Linda M. Robertson               President, Chief Operating Officer  January 6, 1997
---------------------------------                                                        
Linda M. Robertson                    and Director                                       

 /s/ Jodi L. Taylor                   Chief Financial Officer and         January 6, 1997
------------------------------------                                                     
Jodi L. Taylor                        Treasurer (principal financial and                 
                                      accounting officer)                                

 /s/ Robert E. Howard                 Director                            January 6, 1997
---------------------------------                                                        
Robert E. Howard                                                                         

 /s/ Kenneth G. Langone               Director                            January 6, 1997
---------------------------------                                                        
Kenneth G. Langone                                                                       

 /s/ Roger G. Owens                   Director                            January 6, 1997
---------------------------------                                                        
Roger G. Owens                                                                           

 /s/ Thomas L. Teague                 Director                            January 6, 1997
---------------------------------                                                        
Thomas L. Teague                                                                         

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 EXHIBIT INDEX

Exhibit                                                                 
Number                                          Description             

5.1        Opinion of Nexsen Pruet Jacobs & Pollard, LLP.           

23.1        Consent of Deloitte & Touche LLP                          

23.2        Consent of Nexsen Pruet Jacobs & Pollard, LLP (included in
their opinion filed as Exhibit 5.1).          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/7/97
		1/6/97		5
		1/3/97		1
		1/31/96		2					10-K405/A
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