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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 DIRECTOR STOCK OPTION 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
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<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, 50,000 $11.125(1) $556,250(1) $169.00
$.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
Septmeber 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.
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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.
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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
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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
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Peter Balner
/s/ M. Trent Standley Director
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M. Trent Standley
Director
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James B. Dineen, Jr.
/s/ C. Stewart Forbes Director
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C. Stewart Forbes
/s/ Wesley F. Hoag Director
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Wesley F. Hoag
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EXHIBIT INDEX
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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)
_______________________
(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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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 Director Stock Option 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 50,000
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 Diretor Stock
Option 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
