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As Filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GUITAR CENTER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4600862
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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5155 CLARETON DRIVE
AGOURA HILLS, CALIFORNIA 91301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
1997 EQUITY PARTICIPATION PLAN OF GUITAR CENTER, INC.
(FULL TITLE OF THE PLAN)
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BRUCE ROSS COPY TO:
EXECUTIVE VICE PRESIDENT ANTHONY J. RICHMOND, ESQ.
AND CHIEF FINANCIAL OFFICER LATHAM & WATKINS
GUITAR CENTER, INC. 135 COMMONWEALTH DRIVE
5155 CLARETON DRIVE MENLO PARK, CALIFORNIA 94025
AGOURA HILLS, CALIFORNIA 91301 (650) 328-4600
(818) 735-8800
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
TITLE OF SECURITIES TO BE AMOUNT OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED SHARES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED SHARE PRICE
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COMMON STOCK, $0.01 PAR VALUE
PER SHARE.................. 1,350,000(1) $9.531(2) $12,865,500(3) $3,577
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(1) The Registrant has previously registered 875,000 shares of its Common Stock
under its 1997 Equity Participation Plan with the Securities and Exchange
Commission on April 20, 1997. This amount covers 1,350,000 additional shares
available for issuance under the Registrant's 1997 Equity Participation
Plan, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) for the 1,350,000 shares registered hereunder (the
average ($9.531) of the high ($9.875) and low ($9.187) prices for the
Company's Common Stock reported by the Nasdaq National Market on October 4,
1999).
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.
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REGISTRATION OF ADDITIONAL SECURITIES
By a registration statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on April 30, 1997, Registration File No.
333-26257 (the "First Registration Statement"), the Registrant previously
registered 875,000 shares of its Common Stock reserved for issuance from time to
time in connection with the 1997 Equity Participation Plan (the "1997 Plan"). In
February of 1998, the Registrant's Board of Directors (the "Board") authorized
the amendment of the 1997 Plan to increase the number of shares of Common Stock
issuable thereunder by 500,000 shares to 1,375,000 shares, which amendment was
approved by the Registrant's stockholders on May 6, 1998. In March of 1999, the
Board authorized the amendment of the 1997 Plan to further increase the number
of shares of Common Stock issuable thereunder by 850,000 shares, increasing the
total number of shares from 1,375,000 shares to 2,225,000 shares, which
amendment was approved by the Registrant's stockholders on April 26, 1999. The
Registrant is hereby registering an additional 1,350,000 shares of Common Stock
issuable under the 1997 Plan, none of which have been issued as of the date of
this Registration Statement. The contents of the First Registration Statement
are incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Agoura Hills, State of California, on this 8th day
of October, 1999.
GUITAR CENTER, INC.,
a Delaware corporation
By: /s/ Bruce Ross
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Bruce Ross
Executive Vice President
and Chief Financial Officer
2
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Larry Thomas, Marty Albertson and Bruce Ross, and each or any of them, his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead in any and all
capacities, to sign any and all amendments (including post-effective
amendments) and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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<S> <C> <C>
SIGNATURE TITLE DATE
/s/ Larry Thomas Co-Chief Executive Officer, Chairman of the October 7, 1999
- ------------------------------------ Board and Director
Larry Thomas
/s/ Marty Albertson Co-Chief Executive Officer, President and October 7, 1999
- ------------------------------------ Director
Marty Albertson
Executive Vice President, Chief Financial October 7, 1999
/s/ Bruce Ross Officer (Principal Financial and Accounting
- ------------------------------------ Officer)
Bruce Ross
/s/ Steven Burge
- ------------------------------------ Director October 7, 1999
Steven Burge
/s/ David Ferguson
- ------------------------------------ Director October 7, 1999
David Ferguson
/s/ Harvey Kibel
- ------------------------------------ Director October 7, 1999
Harvey Kibel
/s/ Michael Lazarus
- ------------------------------------ Director October 7, 1999
Michael Lazarus
/s/ Peter Starrett
- ------------------------------------ Director October 7, 1999
Peter Starrett
/s/ Jeffrey Walker
- ------------------------------------ Director October 7, 1999
Jeffrey Walker
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3
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INDEX TO EXHIBITS
EXHIBIT
4.1 Guitar Center, Inc. 1997 Equity Participation Plan
(Incorporated by reference to Exhibit 10.26 of the Company's
Registration Statement on Form S-1 (Registration No.
333-20931))
5.1 Opinion of Latham & Watkins as to the legality of the shares
being registered.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
23.2 Consent of KPMG LLP
24 Powers of Attorney (included on the signature page to this
Registration Statement).
4
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[LETTERHEAD]
October 7, 1999
Guitar Center, Inc.
5155 Clareton Drive
Agoura Hills, California 91301
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by
Guitar Center, Inc., a Delaware corporation (the "Company"), of its Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
with respect to the issuance and sale by the Company of up to 1,350,000 shares
of the Company's common stock, par value $.01 per share (the "Shares"), under
the Company's 1997 Equity Participation Plan. We have acted as special counsel
to the Company in connection with the preparation of the Registration Statement.
In our capacity as such counsel, we are familiar with the
proceedings taken and to be taken by the Company in connection with the
authorization, issuance, and sale of the Common Stock. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals (or copies certified or otherwise identified to our satisfaction as
being true reproductions of originals) or such documents, corporate records and
other instruments, and have obtained from officers of the Company and agents
thereof such certificates and other representations and assurances, as we have
deemed necessary or appropriate for the purposes of this opinion.
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October 7, 1999
Page 2
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
legal capacity of natural persons executing such documents and the authenticity
and conformity to original documents of documents submitted to us as certified
or photostatic copies.
We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware,
including statutory and reported decisional law thereunder, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, in the case of Delaware, any other laws, or
as to any matters of municipal law or the laws of any local agencies within any
state.
Subject to the foregoing and the other qualifications set
forth herein, it is our opinion that, as of the date hereof, based on the
foregoing and the proceedings to be taken by the Company as referred to above,
we are of the opinion that the Shares have been duly authorized, and upon the
exercise of options granted to pursuant to the Plan and the issuance and sale of
the Shares, each in the manner contemplated by the Registration Statement, and
each in accordance with the terms of the Plan, and upon the issuance of Shares
and payment therefor of legal consideration in excess of the aggregate per value
share of the Shares issued, such Shares will be validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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EXHIBIT 23.2
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Guitar Center, Inc.:
We consent to the use of our report dated February 9, 1999 incorporated
herein by reference, which report is included in the Guitar Center, Inc. 1998
Annual Report on Form 10-K.
/s/ KPMG LLP
Los Angeles, California
October 4, 1999
