TARGET CORP — Registration Form 2006

Jan 18, 2006

S-8 1 a06-2459_2s8.htm SECURITIES TO BE OFFERED TO EMPLOYEES PURSUANT TO EMPLOYEE BENEFIT PLANS

Registration File No. 333-

*As filed with the Securities and Exchange Commission on January 18, 2006*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

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

*TARGET CORPORATION*

(Exact name of registrant as specified in its charter)

Minnesota	41-0215170
(State or other
jurisdiction of	(I.R.S. Employer
Identification No.)
incorporation or
organization)
1000
Nicollet Mall
Minneapolis,
Minnesota	55403-2467
(Address of registrant’s
principal executive offices)	(Zip code)

Target Corporation 401(k) Plan

(Full title of the plan)

*Douglas A. Scovanner, Executive Vice President, Chief Financial Officer and Chief Accounting Officer*

*Target Corporation*

*1000 Nicollet Mall*

*Minneapolis, Minnesota 55403-2467*

*(612) 304-6073*

(Name and address of agent for service)

CALCULATION OF REGISTRATION FEE

| Title of
Each Class of Securities to Be Registered | Amount
to Be Registered | Proposed
Maximum Offering Price Per Share(1) | Proposed
Maximum Aggregate Offering Price(1) | Amount
of Registration Fee |
| --- | --- | --- | --- | --- |
| Common stock, par
value $.0833 per share(2) | 80,000,000 shares | $53.93 | $4,314,400,000 | $461,640.80 |

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) based on the average of the high and low sales prices per share of the Registrant’s Common Stock as reported on the New York Stock Exchange on January 12, 2006.

(2) Associated with the common stock are preferred share purchase rights that will not be exercisable or evidenced separately from the common stock prior to the occurrence of certain events. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

SEQ.=1,FOLIO='',FILE='C:\JMS\tsauer\06-2459-2\task752881\2459-2-ba.htm',USER='tsauer',CD='Jan 17 15:03 2006'

Registration File No. 333-

*EXPLANATORY NOTE*

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 80,000,000 shares of the Registrant’s Common Stock to be issued pursuant to the Target Corporation 401(k) Plan (formerly known as the Dayton Hudson Supplemental Retirement, Savings and Employee Stock Ownership Plan), as amended and restated (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the Registration Statements on Form S-8 previously filed with the Commission relating to the Plan (Registration Statements No. 33-66050, 333-27435 and 333-103920) are incorporated by reference herein.

PART II

*INFORMATION REQUIRED BY GENERAL INSTRUCTION E OF FORM S-8 REGISTRATION STATEMENT*

*Item 8. Exhibits.*

Exhibit Number	Document Description
5	Opinion of the General
Counsel of the Registrant.
23(a)	Consent of General
Counsel of the Registrant (included as part of Exhibit 5).
23(b)	Consent of
Ernst & Young LLP.
24	Powers of Attorney.

*Item 9. Undertakings.*

A. POST-EFFECTIVE AMENDMENTS.

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 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;

(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 paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the Registration Statement is on Form S-8 (§ 239.13 of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. CLAIMS FOR INDEMNIFICATION.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis and the State of Minnesota, on the 18th day of January, 2006.

| TARGET
CORPORATION |
| --- |
| By |
| /s/ Douglas A.
Scovanner |
| Douglas A. Scovanner, Executive Vice |
| President, Chief Financial
Officer and Chief Accounting |
| Officer |

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on the 18th day of January, 2006 by the following persons in the capacities indicated:

| /s/ Robert J. Ulrich | | Chairman of the Board
and Chief Executive Officer (Principal |
| --- | --- | --- |
| Robert J. Ulrich | | Executive Officer) |
| /s/ Douglas A.
Scovanner | | Executive Vice
President, Chief Financial Officer and Chief |
| Douglas A. Scovanner | | Accounting Officer
(Principal Financial and Accounting Officer) |
| Roxanne S. Austin | ) | |
| Calvin Darden | ) | |
| James A. Johnson | ) | |
| Richard M. Kovacevich | ) | Directors* |
| Anne M. Mulcahy | ) | |
| Mary E. Minnick | ) | |
| Stephen W. Sanger | ) | |
| Warren R. Staley | ) | |
| George W. Tamke | ) | |
| Solomon D. Trujillo | ) | |
| Robert J. Ulrich | ) | |

*Douglas A. Scovanner, by signing his name hereto on the 18th day of January, 2006, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated, such persons being the majority of the Directors of the registrant.

| |
| --- |
| Douglas A. Scovanner, Attorney-in-Fact |
| Pursuant to the
requirements of the Securities Act of 1933, the trustees (or other persons
who administer the employee benefit plan) have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and the State of Minnesota, on the
18th day of January, 2006. |
| TARGET
CORPORATION 401(K) PLAN |
| By |
| /s/ Robert J. Ulrich |
| Robert J. Ulrich |
| On behalf of Target
Corporation as Plan Administrator |

*EXHIBIT INDEX*

Exhibit Number	Document Description	Form of Filing
5	Opinion of General
Counsel of the Registrant.	Electronic Transmission
23(a)	Consent of General
Counsel of the Registrant (included as part of Exhibit 5).
23(b)	Consent of
Ernst & Young LLP.	Electronic Transmission
24	Powers of Attorney.	Electronic Transmission

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