<PAGE>
As filed with the Securities and Exchange Commission on March 12, 1998
Registration No. 333-______________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
SCHEID VINEYARDS INC.
(Exact name of issuer as specified in its charter)
DELAWARE 77-0461833
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
13470 WASHINGTON BLVD., SUITE 300 MARINA DEL REY, CALIFORNIA 90292
(Address of principal executive offices) (Zip Code)
-------------------------
SCHEID VINEYARDS INC.
1997 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of the plan)
-------------------------
ALFRED G. SCHEID
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SCHEID VINEYARDS INC.
13470 WASHINGTON BLVD., SUITE 300
MARINA DEL REY, CA 90292
(Name and address of agent for service)
(310) 301-1555
(Telephone number, including area code, of agent for service)
-------------------------
Please send copies of all correspondence to:
GORDON R. KANOFSKY, ESQ.
Sanders, Barnet, Goldman, Simons & Mosk
A Professional Corporation
1901 Avenue of the Stars, Suite 850
Los Angeles, California 90067-6078
(310) 551-8407
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Proposed
Title of Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
- ---------- ------------- ------------ -------- ---
1997 Stock Option/Stock Issuance Plan
- -------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 200,000 shares $10.25 $2,050,000 $605
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes an indeterminable number of shares which may be issued as a
result of anti-dilution provisions set forth in the stock option/stock
issuance plan to which this Registration Statement relates.
(2) Calculated solely for purposes of this offering under Rules 457(c) and
(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low selling prices per share of the Class A Common
Stock of Scheid Vineyards Inc. on March 9, 1998, as reported on the Nasdaq
National Market.
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to up to 200,000 shares of Class A
Common Stock of Scheid Vineyards Inc. (the "Registrant") that may be issued
pursuant to awards of stock options and restricted or unrestricted stock that
may be made under the Scheid Vineyards Inc. 1997 Stock Option/Stock Issuance
Plan, as amended and restated through March 10, 1998. The maximum number of
shares of Class A Common Stock issuable is subject to adjustment as a result of
certain anti-dilution provisions in such plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Prospectus filed with the SEC pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "1933
Act"), in connection with Registration Statement No. 333-27871 on
Form SB-2, filed with the SEC on July 25, 1997, together with any
amendments thereto, in which there is set forth audited financial
statements for the Registrant's fiscal years ended December 31,
1995 and 1996;
(b) the Registrant's Quarterly Reports on Form 10-QSB, as amended,
for the quarterly periods ended June 30, 1997 and September 30,
1997, filed with the SEC pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
and
(c) The Registrant's Registration Statement No. 000-22857 on Form 8-A
filed with the SEC on July 21, 1997 pursuant to Section 12 of the
1934 Act, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common
Stock.
All documents filed with the SEC by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
II-1
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve international misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Certificate of Incorporation contains provisions
permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any person, including directors and officers, who are,
or are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or agent of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such director, officer, employee or agent acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his or her conduct was
unlawful. A Delaware corporation may indemnify directors and/or officers in an
action or suit by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
director or officer is adjudged to be liable to the corporation. Where a
director or officer is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify him or her against
the expenses which such director or officer actually and reasonably incurred.
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by the DGCL. The Registrant's Bylaws
provide that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by law.
Reference is made to Sections 317 and 2115 of the California General
Corporation Law (the "CGCL"). Under Section 2115 of the CGCL, the Registrant
from time to time may be subject to the requirements of Section 317 of the
CGCL, instead of Sections 102(b)(7) and 145 of the DGCL with respect to
exculpation from liability and indemnification of directors and officers of
the Registrant. Section 317 of the CGCL provides that a subject corporation
shall have the power to indemnify any agent of the corporation (including its
directors and officers) who was or is a party to any proceeding or threatened
proceeding (other than an action by or in the right of the corporation)
against expenses, judgments, fines, settlements and other amounts incurred if
that person acted in good faith and in a manner reasonably believed to be in
the best interests of the corporation, and in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was
unlawful. Section 317 of the CGCL further provides that a subject corporation
shall have the power to indemnify any agent of the corporation who was or is
a party to any proceeding or threatened proceeding by or in the right of the
corporation against expenses incurred in connection with the defense or
settlement of the proceeding if the person acted in good faith and in a
manner the person believed to be in the best interests of the corporation and
its shareholders. Under Section 317 of the CGCL, to the extent that an agent
of a subject corporation is successful on the merits in the defense of an
action, the corporation must indemnify such person for his or her actual and
reasonable expenses incurred in connection with such defense. Under Section
317 of the CGCL, a subject corporation may advance expenses of an
indemnifiable person in defending an action; provided that such advancement
of expenses may be made only if the person provides an undertaking to
reimburse the corporation if it is ultimately determined that the person is
not entitled to be indemnified against such expenses.
The Registrant has entered into agreements to provide indemnification
for the Registrant's directors and certain officers in addition to the
indemnification provided for in the Bylaws. These agreements, among other
things, will indemnify the Registrant's directors and certain officers to the
fullest extent permitted by Delaware law for certain expenses (including
attorneys' fees), and all losses, claims, liabilities, judgments, fines and
settlement amounts incurred by such persons arising out of or in connection
with such persons' service as directors or officers of the Registrant or an
affiliate of the Registrant. The Registrant is required by these agreements
to provide liability insurance for the directors and certain officers of the
Registrant for certain losses arising from claims or charges made against
them while acting in such capacities.
The plan to which this Registration Statement relates provides that
service on a committee administering the plan constitutes service as a
director, thereby entitling the members of any such committee to the benefits
of the above provisions relating to indemnification and reimbursement of
expenses of directors of the Registrant. Such plan further provides that no
member of any such committee shall be liable for any act or omission made in
good faith with respect to such plan or any awards thereunder.
The above-described provisions relating to the indemnification of
directors and officers are sufficiently broad to permit the indemnification
of such persons in certain circumstances against liabilities (including
reimbursement of expenses incurred) arising under the 1933 Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
<PAGE>
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
5.1 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1
24.1 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
</TABLE>
Item 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) 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 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
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 this Registration Statement or (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; PROVIDED, HOWEVER, that
clauses (1)(i) and (1)(ii) shall not apply if 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 1934 Act that are incorporated by reference into this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
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; and (3) 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.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against
II-3
<PAGE>
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or 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 1933 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Los Angeles, State of California, on this 12th
day of March 1998.
SCHEID VINEYARDS INC.
By: /s/ Alfred G. Scheid
----------------------------------------
Alfred G. Scheid
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Scheid Vineyards Inc.,
a Delaware corporation, do hereby constitute and appoint Alfred G. Scheid,
Scott D. Scheid and Heidi M. Scheid, and each or any one of them, jointly or
severally, with full powers of substitution and resubstitution, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys
and agents determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and the
undersigned hereby ratifies and confirms that said attorneys and agents, each
acting alone, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Alfred G. Scheid Chief Executive Officer and March 12, 1998
- ----------------------- Chairman of the Board of Directors
Alfred G. Scheid (Principal Executive Officer)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Heidi M. Scheid Vice President Finance, Chief March 12, 1998
- ----------------------- Financial Officer,
Heidi M. Scheid Treasurer and Director
(Principal Financial
and Accounting Officer)
/s/ Scott D. Scheid Vice President, Chief Operating March 12, 1998
- ----------------------- Officer and Director
Scott D. Scheid
/s/ John L. Crary Director March 12, 1998
- -----------------------
John L. Crary
/s/ Robert P. Hartzell Director March 12, 1998
- -----------------------
Robert P. Hartzell
</TABLE>
II-6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SCHEID VINEYARDS INC.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
5.1 Opinion and Consent of Brobeck, Phleger & Harrison LLP (filed
electronically herewith).
23.1 Consent of Deloitte & Touche LLP, Independent Auditors (filed
electronically herewith).
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24.1 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
</TABLE>
<PAGE>
EXHIBIT 5.1
November 15, 1997
Scheid Vineyards Inc.
13470 Washington Blvd., Suite 300
Marina del Rey, CA 90292
Re: Registration Statement for Offering of
200,000 Shares of Class A Common Stock
--------------------------------------
Ladies and Gentlemen:
We refer to your Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 200,000 shares of
the Class A Common Stock, par value $.001 per share, of Scheid Vineyards Inc.
(the "Company") under the Company's 1997 Stock Option/Stock Issuance Plan. We
advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the 1997 Stock Option/Stock Issuance
Plan and in accordance with the Registration Statement, such shares will be
duly authorized, validly issued, fully paid and non-assessable shares of the
Company's Class A Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Scheid Vineyards Inc. on Form S-8 of our report dated April 18, 1997,
appearing in Registration Statement No. 333-27871 on Form SB-2.
/s/ DELOITTE & TOUCHE LLP
- ------------------------------
Deloitte & Touche LLP
Los Angeles, California
March 12, 1998
