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As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 333-
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S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEST COAST ENTERTAINMENT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 04-3278751
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9990 Global Road, Philadelphia, Pennsylvania 19115
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(Address of principal executive offices) (Zip Code)
1995 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full title of the plan)
John H. Chory, Esq.
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
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(Name and address of agent for service)
(617) 526-6674
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<CAPTION>
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
---------- ---------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 125,000 $11.125 (1) $1,390,625(1) $422.00
$.01 par shares
value
--------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee,
and based on the average of the high and low prices as reported by Nasdaq on
October 15, 1996, in accordance with Securities Act Rule 457(c) and (h).
</TABLE>
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent
or given to participants in the 1995 Employee Stock Purchase Plan of
West Coast Entertainment Corporation, a Delaware corporation (the
"Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange
Act of 1934 (as amended, the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with
the Securities and Exchange Commission. The following documents, which
are filed with the Securities and Exchange Commission, are incorporated
in this Registration Statement by reference:
(1) The Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1996;
(3) The Company's Current Report on Form 8-K, dated May 17, 1996;
(4) The Company's Current Report on Form 8-K, dated September
30, 1996; and
(5) The description of the Common Stock, $.01 par value per share
("Common Stock"), contained in the Company's Registration Statement on
Form 8-A as filed with the Commission on January 12, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all shares of
Common Stock offered hereby have been sold, or which deregisters all
shares of Common Stock then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the Common Stock offered hereby has been passed
upon for the Company by Hale and Dorr, Boston, Massachusetts. John H.
Chory, a partner of Hale and Dorr, shares voting and dispositive power,
as co-trustee of the Ralph W. Standley III Irrevocable Trust, with
respect to 342,820 shares of Common Stock owned by such trust.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Certificate of Incorporation contains certain
provisions permitted under the General Corporation Law of Delaware
relating to the liability of directors. These provisions eliminate a
director's liability for monetary damages for a breach of fiduciary
duty, except in certain circumstances involving wrongful acts, such as
the breach of a director's duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of the law. The
Registrant's Certificate of Incorporation also contains provisions
obligating the Registrant to indemnify its directors and officers to
the fullest extent permitted by the General Corporation Law of
Delaware.
The Registrant has purchased and maintains insurance coverage
under a policy insuring directors and officers of the Registrant
against certain liabilities which they may incur as directors or
officers of the Registrant, which may include coverage for liabilities
arising under the Securities Act.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings.
------------
1. The Registrant hereby undertakes:
(a) 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;
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<PAGE> 4
(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 paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement.
(b) 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.
(c) 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.
2. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in 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 in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such
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indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer of
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania,
on this 17th day of October, 1996.
WEST COAST ENTERTAINMENT CORPORATION
By: /s/ T. Kyle Standley
-----------------------------
T. Kyle Standley
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of West Coast
Entertainment Corporation hereby severally constitute and appoint Ralph
W. Standley III, T. Kyle Standley and John H. Chory, and each of them
singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names, in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith
and any and all amendments to said Registration Statement and generally
to do all such things in our name and behalf in our capacities as
officers and directors to enable West Coast Entertainment Corporation,
to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
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WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of October 17, 1996.
Signature Title
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/s/ T. Kyle Standley President, Chief Executive
------------------------- Officer and Director
T. Kyle Standley (Principal Executive Officer)
/s/ Richard G. Kelly Chief Financial Officer
------------------------- (Principal Financial Officer)
Richard G. Kelly
/s/ Jerry Misterman Chief Accounting Officer
------------------------- (Principal Accounting Officer)
Jerry Misterman
/s/ Ralph W. Standley III Chairman and Director
-------------------------
Ralph W. Standley III
/s/ Donald R. Thomas Director
-------------------------
Donald R. Thomas
/s/ Peter Balner Director
-------------------------
Peter Balner
/s/ M. Trent Standley Director
-------------------------
M. Trent Standley
Director
-------------------------
James B. Dineen, Jr.
/s/ C. Stewart Forbes Director
-------------------------
C. Stewart Forbes
/s/ Wesley F. Hoag Director
-------------------------
Wesley F. Hoag
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EXHIBIT INDEX
Exhibit
Number
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4.1 Certificate of Incorporation, as amended (1)
4.2 By-Laws (2)
4.3 Specimen Certificate of Common Stock of the
Registrant (3)
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1)
24.1 Power of Attorney (included in the signature
pages of this Registration Statement)
-----------------------
[FN]
(1) Incorporated herein by reference to Exhibits 3.1 through 3.5
to the Registrant's Registration Statement on Form S-1 (File
No. 333-00272).
(2) Incorporated herein by reference to Exhibit 3.6 to the
Registrant's Registration Statement on Form S-1 (File No.
333-00272).
(3) Incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-00272).
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<PAGE> 1
EXHIBIT 5.1
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HALE AND DORR
Counsellors and Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . FAX 617-526-5000
October 17, 1996
West Coast Entertainment Corporation
9990 Global Road
Philadelphia, Pennsylvania 19115
Re: 1995 Employee Stock Purchase Plan
---------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission relating to 125,000 shares of Common
Stock, $.01 par value per share (the "Shares"), of West Coast
Entertainment Corporation, a Delaware corporation (the "Company"),
issuable under the Company's 1995 Employee Stock Purchase Plan (the
"Plan").
We have examined the Certificate of Incorporation of the Company
and the By-Laws of the Company, each as amended to date, and originals,
or copies certified to our satisfaction, of all pertinent records of
the meetings of the directors and stockholders of the Company, the
Registration Statement and such other documents relating to the Company
as we have deemed material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and
the authenticity of the originals of such latter documents.
Based on the foregoing, we are of the opinion that the Company
has duly authorized for issuance the shares of its Common Stock covered
by the Registration Statement to be issued under the Plan, as described
in the Registration Statement, and such shares, when issued in
accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
Washington, DC Boston, MA Manchester, NH
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HALE AND DORR IS A PARTERSHIP INCLUDING PROFESSIONAL CORPORATIONS
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We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Registration
Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
