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As filed with the Securities and Exchange Commission on July 22, 1997
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 issuer 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 number)
One Summit Square, Suite 200
Route 413 and Double Woods Road
Newtown, Pennsylvania 19047
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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 LLP
60 State Street, Boston, Massachusetts 02109
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(Name and address of agent for service)
(215) 968-4318
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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 Securities Proposed Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Registered Offering Price Per Share Aggregate Offering Price(1) Registration Fee
- ---------------- ---------------- ------------------------ --------------------------- ----------------
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<S> <C> <C> <C> <C>
Common Stock, 500,000 shares $3.625 $1,812,500 $550.00
$.01 par value
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</TABLE>
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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 July
18, 1997, in accordance with Securities Act Rule 457(c) and (h).
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Statement of Incorporation by Reference
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This Registration Statement on Form S-8 incorporates by reference the
contents of a Registration Statement on Form S-8, File No. 333-14409, filed by
the Registrant on October 18, 1996, relating to the Registrant's 1995 Equity
Incentive Plan. The purpose of this Registration Statement is to increase by
500,000 the number of shares of Common Stock registered and available for
issuance under the Registrant's 1995 Equity Incentive Plan.
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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 the City of Newtown, Commonwealth of Pennsylvania, on this 21st
day of July, 1997.
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 T. Kyle Standley, Ralph W.
Standley III, Richard G. Kelly and John H. Chory and any 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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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 the 21st day of July, 1997.
/s/ T. Kyle Standley Chief Executive Officer
- ------------------------------ and Director
T. Kyle Standley
/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 Director
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Ralph W. Standley III
/s/ M. Trent Standley Director
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M. Trent Standley
/s/ Donald R. Thomas Director
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Donald R. Thomas
/s/ Peter Balner Director
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Peter Balner
/s/ C. Stewart Forbes Director
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C. Stewart Forbes
Director
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Wesley F. Hoag
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EXHIBIT INDEX
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Exhibit
Number Description
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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 Registrant (3)
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
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 LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . FAX 617-526-5000
July 22, 1997
West Coast Entertainment Corporation
One Summit Square, Suite 200
Route 413 and Double Woods Road
Newtown, Pennsylvania 19047
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 500,000 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 and By-Laws of the
Company, and all amendments thereto, the Registration Statement, all pertinent
records of the meetings of the directors and stockholders of the Company 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, it is our opinion that the Shares of Common Stock
covered by the Registration Statement to be issued under the Plan have been duly
authorized for issuance, and when issued and paid for in accordance with the
terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
Washington D.C. Boston, MA London, UK*
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HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 17, 1997, appearing on page 31
of West Coast Entertainment Corporation's Annual Report on Form 10-K for the
year ended January 31, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
July 16, 1997
