Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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23-1614034
(I.R.S. Employer
Identification No.)
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o
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Title of Securities
To Be Registered
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Amount To Be
Registered (1)
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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||||
Common Stock, par value $1.00 per share: shares available for issuance pursuant to employee benefit plans
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35,000,000
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$1.005
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$35,175,000
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$2,507.98(2)
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock, par value $1.00 per share (the “Common Stock”), of Rite Aid Corporation (the “Registrant”) that may become issuable under the Rite Aid Corporation 2010 Omnibus Equity Plan (the “ Equity Plan”) by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock.
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(2)
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Computed in accordance with Rule 457(h) under the Securities Act by averaging the high and low sales prices of Rite Aid Common Stock as reported by the NYSE on June 22, 2010.
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·
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our annual report on Form 10-K for the fiscal year ended February 27, 2010, which we filed with the SEC on April 28, 2010;
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·
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our definitive proxy statement on Schedule 14A filed with the SEC on May 21, 2010;
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·
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our current reports on Form 8-K, which we filed with the SEC on April 16, 2010 and June 23, 2010; and
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·
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the description of our Common Stock contained in our Registration Statement on Form 8-A, dated July 18, 1991, filed to register such securities under the Exchange Act, including all amendments and reports filed for the purpose of updating such description.
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Exhibit
Numbers
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Description
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Incorporation by Reference to
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4.1
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Restated Certificate of Incorporation, dated December 12, 1996
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Exhibit 3(i) to Form 8-K, filed on November 2, 1999
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4.2
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Certificate of Amendment to the Restated Certificate of Incorporation, dated February 22, 1999
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Exhibit 3(ii) to Form 8-K, filed on November 2, 1999
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4.3
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Certificate of Amendment to the Restated Certificate of Incorporation, dated June 27, 2001
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Exhibit 3.4 to Registration Statement on Form S-1, File No. 333-64950, filed on July 12, 2001
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4.4
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Certificate of Amendment to the Restated Certificate of Incorporation, dated June 4, 2007
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Exhibit 4.4 to Registration Statement on Form S-8, File No. 333-146531, filed on October 5, 2007
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4.5
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Certificate of Amendment to the Restated Certificate of Incorporation dated June 25, 2009
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Exhibit 3.1 to Form 10-Q filed on July 8, 2009
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4.6
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7% Series G Cumulative Convertible Pay-in-Kind Preferred Stock Certificate of Designation, dated as of January 28, 2005
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Exhibit 3.2 to Form 8-K, filed on February 2, 2005
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4.7
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6% Series H Cumulative Convertible Pay-in-Kind Preferred Stock Certificate of Designation, dated as of January 28, 2005
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Exhibit 3.3 to Form 8-K, filed on February 2, 2005
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4.8
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Amended and Restated By-Laws
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Exhibit 3.1 to Form 8-K, filed on January 27, 2010
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4.9
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Indenture, dated August 1, 1993 by and between Rite Aid Corporation, as issuer, and Morgan Guaranty Trust Company of New York, as trustee, related to the Company’s 7.70% Notes due 2027 and 6.875% Notes due 2013
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Exhibit 4A to Registration Statement on Form S-3, File No. 333-63794, filed on June 3, 1993
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4.10
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Supplemental Indenture dated as of February 3, 2000, between Rite Aid Corporation, as issuer, and U.S. Bank Trust National Association as successor to Morgan Guaranty Trust Company of New York, to the Indenture dated as of August 1, 1993, relating to the Company’s 7.70% Notes due 2027 and 6.875% Notes due 2013
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Exhibit 4.1 to Form 8-K, filed on February 7, 2000
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Exhibit
Numbers
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Description
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Incorporation by Reference to
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4.11
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Indenture, dated as of December 21, 1998, between Rite Aid Corporation, as issuer, and Harris Trust and Savings Bank, as trustee, related to the Company’s 6.125% Notes due 2008 and 6.875% Notes due 2028
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Exhibit 4.1 to Registration Statement on Form S-4, File No. 333-74751, filed on March 19, 1999
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4.12
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Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated December 21, 1998, between Rite Aid Corporation and Harris Trust and Savings Bank, related to the Company’s 6.125% Notes due 2008 and 6.875% Notes due 2028
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Exhibit 4.4 to Form 8-K, filed on February 7, 2000
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4.13
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Indenture, dated as of May 20, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company’s 9.25% Senior Notes due 2013
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Exhibit 4.12 to Form 10-Q, filed on July 3, 2003
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4.14
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Supplemental Indenture, dated as of June 4, 2007, between Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture dated as of May 20, 2003 between Rite Aid Corporation and BNY Midwest Trust Company, related to the Company's 9.25% Senior Secured Notes due 2013
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Exhibit 4.8 to Form 10-Q, filed on January 9, 2008
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4.15
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Second Supplemental Indenture, dated as of June 17, 2008, between Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A., as successor trustee, to the Indenture dated as of May 20, 2003 between Rite Aid Corporation and BNY Midwest Trust Company, related to the Company's 9.25% Senior Secured Notes due 2013
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Exhibit 4.10 to Form 10-Q, filed on July 10, 2008
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4.16
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Indenture, dated as of February 21, 2007, between Rite Aid Corporation, as issuer, the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, related to the Company's 7.5% Senior Secured Notes due 2017
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Exhibit 99.1 to Form 8-K, filed on February 26, 2007
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4.17
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Second Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N. A., as successor trustee, to the Indenture, dated as of February 21, 2007, between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 7.5% Senior Secured Notes due 2017
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Exhibit 4.13 to Form 10-Q, filed on July 10, 2008
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Exhibit
Numbers
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Description
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Incorporation by Reference to
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4.18
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Indenture, dated as of February 21, 2007, between Rite Aid Corporation, as issuer, and The Bank of New York Trust Company, N.A., as trustee, related to the Company's 8.625% Senior Notes due 2015
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Exhibit 99.2 to Form 8-K, filed on February 26, 2007
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4.19
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Supplemental Indenture, dated as of June 4, 2007, between Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture dated as of February 21, 2007 between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 8.625% Senior Secured Notes due 2015
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Exhibit 4.14 to Form 10-Q, filed on January 9, 2008
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4.20
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Second Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N. A., as successor trustee, to the Indenture, dated as of February 21, 2007, between Rite Aid Corporation and The Bank of New York Trust Company, N. A., related to the Company's 8.625% Senior Notes due 2015
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Exhibit 4.16 to Form 10-Q, filed on July 10, 2008
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4.21
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Amended and Restated Indenture, dated as of June 4, 2007 among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, related to the Company's 9.375% Senior Notes due 2015
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Exhibit 4.1 to Form 8-K, filed on June 6, 2007
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4.22
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First Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N. A. to the Amended and Restated Indenture, dated as of June 4, 2007, among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., related to the Company's 9.375% Senior Notes due 2015
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Exhibit 4.18 to Form 10-Q, filed on July 10, 2008
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Exhibit
Numbers
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Description
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Incorporation by Reference to
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4.23
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Amended and Restated Indenture, dated as of June 4, 2007 among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, related to the Company's 9.5% Senior Notes due 2017
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Exhibit 4.2 to Form 8-K, filed on June 6, 2007
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4.24
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First Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N. A., as successor trustee, to the Amended and Restated Indenture, dated as of June 4, 2007, among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., related to the Company's 9.5% Senior Notes due 2017
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Exhibit 4.20 to Form 10-Q, filed on July 10, 2008
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4.25
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Indenture, dated as of May 29, 2008, between Rite Aid Corporation, as issuer, and The Bank of New York Trust Company, N.A., as trustee, related to the Company's Senior Debt Securities
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Exhibit 4.1 to Form 8-K, filed on June 2, 2008
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4.26
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First Supplemental Indenture, dated as of May 29, 2008, between Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture dated as of May 29, 2008 between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 8.5% Convertible Notes due 2016 Securities
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Exhibit 4.2 to Form 8-K, filed on June 2, 2008
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4.27
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Indenture, dated as of July 9, 2008, between Rite Aid Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Company's 10.375% Senior Secured Notes due 2016
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Exhibit 4.23 to Form 10-Q, filed on July 10, 2008
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4.28
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Indenture, dated as of June 12, 2009, among Rite Aid Corporation, as issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Company's 9.750% Senior Secured Notes due 2016
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Exhibit 4.1 to Form 8-K, filed on June 16, 2009
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Exhibit
Numbers
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Description
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Incorporation by Reference to
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4.29
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Indenture, dated as of October 26, 2009, among Rite Aid Corporation, as issuer, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee
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Exhibit 4.1 to Form 8-K, filed on October 29, 2009
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5.1
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Opinion of Marc A. Strassler, Esq.
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Filed herewith
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10.1
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2010 Omnibus Equity Plan
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Included as Appendix A to Definitive Proxy Statement on Schedule 14A, filed on May 21, 2010
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10.2
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2006 Omnibus Equity Plan
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Included as Appendix G to Definitive Proxy Statement on Schedule 14A, filed on November 30, 2006
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10.3
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2004 Omnibus Equity Plan
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Included as Appendix A to Definitive Proxy Statement, filed on Schedule 14A, filed on March 21, 2004
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10.4
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2001 Stock Option Plan
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Exhibit 10.3 to Form 10-K, filed on May 21, 2001
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10.5
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2000 Omnibus Equity Plan
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Included as Appendix 1 to Definitive Proxy Statement, filed on October 24, 2000
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23.1
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Consent of Marc A. Strassler, Esq. (included as part of Exhibit 5.1 hereto)
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Filed herewith
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23.2
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Consent of Deloitte & Touche LLP for Rite Aid Corporation
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Filed herewith
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24.1
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Powers of Attorney (included on the signature page hereto)
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Filed herewith
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RITE AID CORPORATION
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||||
By:
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/s/ John T. Standley | |||
Name: John T. Standley
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||||
Title: President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ John T. Standley
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|||
John T. Standley
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Chief Executive Officer, President and Director (Principal Executive Officer)
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June 23, 2010
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/s/ Mary F. Sammons
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Mary F. Sammons
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Chairman of the Board
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June 23, 2010
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/s/ Frank G. Vitrano
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Frank G. Vitrano
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Chief Financial Officer, Chief Administration Officer and Senior Executive Vice President (Principal Financial Officer)
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June 23, 2010
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/s/ Douglas E. Donley
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Douglas E. Donley
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Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)
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June 23, 2010
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/s/ Joseph B. Anderson, Jr.
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Joseph B. Anderson, Jr.
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Director
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June 23, 2010
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/s/ André Belzile
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André Belzile
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Director
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June 23, 2010
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/s/ François J. Coutu
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François J. Coutu
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Director
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June 23, 2010
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/s/ Michel Coutu
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Michel Coutu
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Director
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June 23, 2010
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/s/ James L. Donald
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James L. Donald
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Director
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June 23, 2010
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/s/ David R. Jessick
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David R. Jessick
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Director
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June 23, 2010
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/s/ Robert G. Miller
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Robert G. Miller
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Director
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June 23, 2010
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/s/ Michael N. Regan
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Michael N. Regan
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Director
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June 23, 2010
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/s/ Philip G. Satre
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Philip G. Satre
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Director
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June 23, 2010
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/s/ Jonathan D. Sokoloff
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Jonathan D. Sokoloff
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Director
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June 23, 2010
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/s/ Marcy Syms
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Marcy Syms
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Director
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June 23, 2010
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/s/ Dennis Wood, O.C.
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Dennis Wood, O.C.
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Director
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June 23, 2010
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Exhibit
Numbers
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Description
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Incorporation by Reference to
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4.1
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Restated Certificate of Incorporation, dated December 12, 1996
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Exhibit 3(i) to Form 8-K, filed on November 2, 1999
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4.2
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Certificate of Amendment to the Restated Certificate of Incorporation, dated February 22, 1999
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Exhibit 3(ii) to Form 8-K, filed on November 2, 1999
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4.3
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Certificate of Amendment to the Restated Certificate of Incorporation, dated June 27, 2001
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Exhibit 3.4 to Registration Statement on Form S-1, File No. 333-64950, filed on July 12, 2001
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4.4
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Certificate of Amendment to the Restated Certificate of Incorporation, dated June 4, 2007
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Exhibit 4.4 to Registration Statement on Form S-8, File No. 333-146531, filed on October 5, 2007
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4.5
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Certificate of Amendment to the Restated Certificate of Incorporation dated June 25, 2009
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Exhibit 3.1 to Form 10-Q filed on July 8, 2009
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4.6
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7% Series G Cumulative Convertible Pay-in-Kind Preferred Stock Certificate of Designation, dated as of January 28, 2005
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Exhibit 3.2 to Form 8-K, filed on February 2, 2005
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4.7
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6% Series H Cumulative Convertible Pay-in-Kind Preferred Stock Certificate of Designation, dated as of January 28, 2005
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Exhibit 3.3 to Form 8-K, filed on February 2, 2005
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4.8
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Amended and Restated By-Laws
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Exhibit 3.1 to Form 8-K, filed on January 27, 2010
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4.9
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Indenture, dated August 1, 1993 by and between Rite Aid Corporation, as issuer, and Morgan Guaranty Trust Company of New York, as trustee, related to the Company’s 7.70% Notes due 2027 and 6.875% Notes due 2013
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Exhibit 4A to Registration Statement on Form S-3, File No. 333-63794, filed on June 3, 1993
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4.10
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Supplemental Indenture dated as of February 3, 2000, between Rite Aid Corporation, as issuer, and U.S. Bank Trust National Association as successor to Morgan Guaranty Trust Company of New York, to the Indenture dated as of August 1, 1993, relating to the Company’s 7.70% Notes due 2027 and 6.875% Notes due 2013
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Exhibit 4.1 to Form 8-K, filed on February 7, 2000
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Exhibit
Numbers
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Description
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Incorporation by Reference to
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4.11
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Indenture, dated as of December 21, 1998, between Rite Aid Corporation, as issuer, and Harris Trust and Savings Bank, as trustee, related to the Company’s 6.125% Notes due 2008 and 6.875% Notes due 2028
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Exhibit 4.1 to Registration Statement on Form S-4, File No. 333-74751, filed on March 19, 1999
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4.12
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Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated December 21, 1998, between Rite Aid Corporation and Harris Trust and Savings Bank, related to the Company’s 6.125% Notes due 2008 and 6.875% Notes due 2028
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Exhibit 4.4 to Form 8-K, filed on February 7, 2000
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4.13
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Indenture, dated as of May 20, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company’s 9.25% Senior Notes due 2013
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Exhibit 4.12 to Form 10-Q, filed on July 3, 2003
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4.14
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Supplemental Indenture, dated as of June 4, 2007, between Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture dated as of May 20, 2003 between Rite Aid Corporation and BNY Midwest Trust Company, related to the Company's 9.25% Senior Secured Notes due 2013
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Exhibit 4.8 to Form 10-Q, filed on January 9, 2008
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4.15
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Second Supplemental Indenture, dated as of June 17, 2008, between Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A., as successor trustee, to the Indenture dated as of May 20, 2003 between Rite Aid Corporation and BNY Midwest Trust Company, related to the Company's 9.25% Senior Secured Notes due 2013
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Exhibit 4.10 to Form 10-Q, filed on July 10, 2008
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Exhibit
Numbers
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Description
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Incorporation by Reference to
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4.16
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Indenture, dated as of February 21, 2007, between Rite Aid Corporation, as issuer, the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, related to the Company's 7.5% Senior Secured Notes due 2017
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Exhibit 99.1 to Form 8-K, filed on February 26, 2007
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4.17
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Second Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N. A., as successor trustee, to the Indenture, dated as of February 21, 2007, between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 7.5% Senior Secured Notes due 2017
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Exhibit 4.13 to Form 10-Q, filed on July 10, 2008
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4.18
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Indenture, dated as of February 21, 2007, between Rite Aid Corporation, as issuer, and The Bank of New York Trust Company, N.A., as trustee, related to the Company's 8.625% Senior Notes due 2015
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Exhibit 99.2 to Form 8-K, filed on February 26, 2007
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4.19
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Supplemental Indenture, dated as of June 4, 2007, between Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture dated as of February 21, 2007 between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 8.625% Senior Secured Notes due 2015
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Exhibit 4.14 to Form 10-Q, filed on January 9, 2008
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4.20
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Second Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N. A., as successor trustee, to the Indenture, dated as of February 21, 2007, between Rite Aid Corporation and The Bank of New York Trust Company, N. A., related to the Company's 8.625% Senior Notes due 2015
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Exhibit 4.16 to Form 10-Q, filed on July 10, 2008
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Exhibit
Numbers
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Description
|
Incorporation by Reference to
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|
4.21
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Amended and Restated Indenture, dated as of June 4, 2007 among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, related to the Company's 9.375% Senior Notes due 2015
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Exhibit 4.1 to Form 8-K, filed on June 6, 2007
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4.22
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First Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N. A. to the Amended and Restated Indenture, dated as of June 4, 2007, among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., related to the Company's 9.375% Senior Notes due 2015
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Exhibit 4.18 to Form 10-Q, filed on July 10, 2008
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4.23
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Amended and Restated Indenture, dated as of June 4, 2007 among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, related to the Company's 9.5% Senior Notes due 2017
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Exhibit 4.2 to Form 8-K, filed on June 6, 2007
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4.24
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First Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N. A., as successor trustee, to the Amended and Restated Indenture, dated as of June 4, 2007, among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., related to the Company's 9.5% Senior Notes due 2017
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Exhibit 4.20 to Form 10-Q, filed on July 10, 2008
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Exhibit
Numbers
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Description
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Incorporation by Reference to
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4.25
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Indenture, dated as of May 29, 2008, between Rite Aid Corporation, as issuer, and The Bank of New York Trust Company, N.A., as trustee, related to the Company's Senior Debt Securities
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Exhibit 4.1 to Form 8-K, filed on June 2, 2008
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4.26
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First Supplemental Indenture, dated as of May 29, 2008, between Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture dated as of May 29, 2008 between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 8.5% Convertible Notes due 2016 Securities
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Exhibit 4.2 to Form 8-K, filed on June 2, 2008
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4.27
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Indenture, dated as of July 9, 2008, between Rite Aid Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Company's 10.375% Senior Secured Notes due 2016
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Exhibit 4.23 to Form 10-Q, filed on July 10, 2008
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4.28
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Indenture, dated as of June 12, 2009, among Rite Aid Corporation, as issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Company's 9.750% Senior Secured Notes due 2016
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Exhibit 4.1 to Form 8-K, filed on June 16, 2009
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4.29
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Indenture, dated as of October 26, 2009, among Rite Aid Corporation, as issuer, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee
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Exhibit 4.1 to Form 8-K, filed on October 29, 2009
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5.1
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Opinion of Marc A. Strassler, Esq.
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Filed herewith
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10.1
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2010 Omnibus Equity Plan
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Included as Appendix A to Definitive Proxy Statement on Schedule 14A, filed on May 21, 2010
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10.2
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2006 Omnibus Equity Plan
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Included as Appendix G to Definitive Proxy Statement on Schedule 14A, filed on November 30, 2006
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|
Exhibit
Numbers
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Description
|
Incorporation by Reference to
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10.3
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2004 Omnibus Equity Plan
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Included as Appendix A to Definitive Proxy Statement, filed on Schedule 14A, filed on March 21, 2004
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10.4
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2001 Stock Option Plan
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Exhibit 10.3 to Form 10-K, filed on May 21, 2001
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10.5
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2000 Omnibus Equity Plan
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Included as Appendix 1 to Definitive Proxy Statement, filed on October 24, 2000
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23.1
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Consent of Marc A. Strassler, Esq. (included as part of Exhibit 5.1 hereto)
|
Filed herewith
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23.2
|
Consent of Deloitte & Touche LLP for Rite Aid Corporation
|
Filed herewith
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24.1
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Powers of Attorney (included on the signature page hereto)
|
Filed herewith
|
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