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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 EQUITY INCENTIVE PLAN
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(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)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock, 350,000 $11.125(1) $3,893,750(1) $1,180.00
$.01 par shares
value
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(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).
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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.
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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.
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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.
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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.
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Not applicable.
Item 8. Exhibits.
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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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(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
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T. Kyle Standley (Principal Executive Officer)
/s/ Richard G. Kelly Chief Financial Officer
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Richard G. Kelly
/s/ Jerry Misterman Chief Accounting Officer
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Jerry Misterman
/s/ Ralph W. Standley III Chairman and Director
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Ralph W. Standley III
/s/ Donald R. Thomas Director
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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)
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(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 Equity Incentive Plan
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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 350,000 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 Equity Incentive 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
