<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 2000
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
PRICESMART, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5900 33-0628530
(STATE OR OTHER JURISDICTION PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE IDENTIFICATION
ORGANIZATION) NUMBER) NUMBER)
4649 MORENA BOULEVARD
SAN DIEGO, CALIFORNIA 92117
(858) 581-4530
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NOTICE TO: COPIES TO:
GILBERT A. PARTIDA SCOTT N. WOLFE, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER ROBERT E. BURWELL, ESQ.
PRICESMART, INC. LATHAM & WATKINS
4649 MORENA BOULEVARD 701 B STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92117 SAN DIEGO, CALIFORNIA 92101
(858) 581-4530 (619) 236-1234
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE FEE
------------------------------------------------------ ------------------- ------------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.0001 per share 646,498 $37.69 $24,366,510 $6,433
===================================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for purposes of computing
the amount of the registration fee based on the average of the high and low
sales prices of the common stock as reported on the Nasdaq National Market
on July 21, 2000.
================================================================================
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
SEC is effective. This prospectus is not an offer to sell these securities and
it is not a solicitation of an offer to buy these securities in any state where
the offer or sale is not permitted.
SUBJECT TO COMPLETION--DATED JULY 27, 2000
PROSPECTUS
646,498 SHARES
PRICESMART, INC.
COMMON STOCK
----------------
This prospectus relates to up to 646,498 shares of our common stock,
which may be offered for sale by the selling stockholders named in this
prospectus. The shares of common stock being offered were previously issued to
the selling stockholders. The shares of common stock to which this prospectus
relates may be sold from time to time by the selling stockholders directly or
through one or more broker-dealers, in one or more transactions on the Nasdaq
National Market, in the over-the-counter market, in negotiated transactions or
otherwise, at prices related to the prevailing market prices or at negotiated
prices. We will not receive any of the proceeds from the sale of the shares of
common stock sold by the selling stockholders. We will bear all expenses of the
offering of common stock, except that the selling stockholders will pay any
applicable underwriting fees, discounts or commissions and transfer taxes, as
well as all fees and disbursements of their counsel and experts.
Our common stock is listed on the Nasdaq National Market under the
symbol "PSMT." On July 25, 2000, the last sale price of our common stock as
reported on the Nasdaq National Market was $38.75.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR FACTORS THAT YOU SHOULD
CONSIDER BEFORE INVESTING IN THE SHARES OF OUR COMMON STOCK.
-----------------------------
These securities have not been approved by the SEC or any state
securities commission, nor have these organizations determined that this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
-----------------------------
The date of this prospectus is ________, 2000.
<PAGE>
The terms "PriceSmart," "we," "our" and "us" refer to PriceSmart, Inc.,
a Delaware corporation. All references in this prospectus to "common stock"
refer to our common stock, par value $0.0001 per share.
PRICESMART
We own and operate U.S.-style membership shopping warehouses in Central
America and the Caribbean using the trade name "PriceSmart" (and, in the country
of Panama, "PriceCostco"). As of June 30, 2000, we operated 14 warehouse stores
(four in Panama, three in Costa Rica, two each in the Dominican Republic,
Honduras and El Salvador, and one in Guatemala). In the case of Guatemala, we
operate our warehouse store through a joint venture arrangement, of which we own
a majority interest. Also, there were six warehouse stores in operation (five in
China and one in Saipan) licensed to and operated by local business people.
The warehouses sell basic consumer goods with an emphasis on quality,
low prices and efficient operations. By offering low prices on merchandise, the
warehouses seek to generate sufficient sales volumes to operate profitably at
relatively low gross margins. The typical no-frills warehouse-type buildings
have selling areas ranging from 40,000 to 55,000 square feet and are located in
urban areas to take advantage of dense populations and relatively higher levels
of disposable income. Product selection includes perishable foods and basic
consumer products. The target customers are consumers and small businesses. The
shopping format includes an annual membership fee that varies by market from $20
to $35.
RISK FACTORS
You should carefully consider the following risk factors, in addition
to the other information included in this prospectus, before purchasing our
shares of common stock. Each of these risks could adversely affect our business,
operating results and financial condition, as well as adversely affect the value
of an investment in our common stock.
OUR FINANCIAL PERFORMANCE IS DEPENDENT ON INTERNATIONAL OPERATIONS.
Our international operations account for nearly all of our total sales.
Our financial performance is subject to risks inherent in operating and
expanding our international membership concept. These risks include:
- changes in tariffs and taxes,
- the imposition of governmental controls,
- trade restrictions,
- greater difficulty and costs associated with international
sales and the administration of an international merchandising
business,
- limitations on U.S. company ownership in foreign countries,
- permitting and regulatory compliance,
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<PAGE>
- the financial and other capabilities of our business partners
and licensees, and
- general political as well as economic and business conditions.
THE SUCCESS OF OUR BUSINESS REQUIRES EFFECTIVE ASSISTANCE FROM LOCAL BUSINESS
PEOPLE WITH WHOM WE HAVE ESTABLISHED STRATEGIC RELATIONSHIPS.
Several of the risks associated with our international merchandising
business may be within the control (in whole or in part) of local business
people with whom we have established formal and informal strategic relationships
or may be affected by the acts or omissions of these local business people. In
many cases, these local business people previously held minority interests in
joint venture arrangements and now hold shares of our common stock. We cannot
give you any assurance that our membership store concept will be implemented
effectively or that these local business people will effectively help us
penetrate their respective markets. In the event one or more of these local
business people are displeased with their relationship with us, these local
business people could seek to terminate their relationships with us. The failure
of these local business people to assist us in their local markets could harm
our results of operations.
ANY FAILURE BY US TO MANAGE OUR GROWTH COULD ADVERSELY AFFECT OUR BUSINESS.
We began an aggressive growth strategy in fiscal 1999 in Central
America and the Caribbean. As of June 30, 2000, we have opened nine new
warehouses in fiscal 2000 and intend to open two additional warehouses this
fiscal year. The success of our growth strategy will depend to a significant
degree on our ability to (1) expand our operations through the opening of new
warehouses, (2) operate new warehouses on a profitable basis and (3) maintain
positive comparable warehouse net sales in the applicable markets. These markets
may present operational, competitive, regulatory and merchandising challenges
that are similar to, or different from those previously encountered by us. We
might not be able to adapt our operations to support these expansion plans, and
these new warehouses may not achieve the profitability necessary for us to
receive an acceptable return on investment.
Our ability to open new warehouses on a timely basis will also depend
on a number of factors, some of which may be beyond our control, including our
ability to:
- locate suitable warehouse sites,
- negotiate acceptable lease or acquisition terms,
- construct sites timely, and
- obtain financing in a timely manner and with satisfactory
terms.
Our growth strategy also will require us to hire, train and retain
skilled managers and personnel to support our growth, and we may experience
difficulties hiring employees who possess the training and experience necessary
to operate our new warehouses, particularly in foreign markets where language,
education and cultural factors may impose particular challenges. Further, we may
encounter substantial delays, increased expenses or loss of potential sites due
to the complexities, cultural differences, and local political issues associated
with the regulatory and permitting processes in the international markets in
which we intend to locate our stores. We might not be able to open the planned
number of new warehouses according to our schedule or continue to attract,
develop and retain the personnel necessary to pursue our
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<PAGE>
growth strategy. Failure to do so could have a material adverse affect on our
business and results of operations.
In addition, we will need to continually evaluate the adequacy of our
existing systems and procedures, including warehouse management, financial and
inventory control and distribution systems. Moreover, as we grow, we will need
to continually analyze the sufficiency of our inventory distribution methods and
may require additional facilities in order to support our planned growth. We may
not adequately anticipate all the changing demands that our expanding operations
will impose on these systems. Our failure to update our internal systems or
procedures as required could have a material adverse affect on our business and
results of operations.
WE FACE SIGNIFICANT COMPETITION.
Our international merchandising businesses compete with exporters,
wholesalers, other membership merchandisers, local retailers and trading
companies in various international markets. Some of our competitors may have
greater resources, buying power and name recognition than us. While we expect
that the size of many of the markets in which we operate or expect to enter will
delay or deter entry by many of our larger competitors, we cannot assure you
that our larger competitors will not decide to enter these markets or that our
smaller competitors will not compete more effectively against us. We may be
required to implement price reductions in order to remain competitive should any
of our competitors reduce prices in any of our markets. Moreover, our ability to
expand into and operate profitably in new markets, particularly small markets,
may be adversely affected by the existence or entry of competing warehouse clubs
or discount retailers.
WE MAY ENCOUNTER DIFFICULTIES IN THE SHIPMENT OF GOODS TO OUR WAREHOUSES.
We are required to transport products over great distances, typically
over water, which results in:
- substantial lags between the procurement and delivery of
product, thus complicating merchandising and inventory control
methods,
- the possible loss of product due to potential damage to, or
destruction of, ships or containers delivering goods,
- tariff, customs and shipping regulation issues, and
- substantial ocean freight and duty costs.
Moreover, only a limited number of transportation companies service our
regions, none of which has entered into a long-term contract with us. The
inability or failure of one or more key transportation companies to provide
transportation services to us, any collusion among the transportation companies
regarding shipping prices or terms, changes in the regulations that govern
shipping tariffs or any other disruption in our ability to transport our
merchandise could have a material adverse effect on our business, financial
condition and operating results. In addition, many of the countries in which we
operate require registration of imported products, which often results in
additional significant delays in our deliveries of products.
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<PAGE>
WE ARE EXPOSED TO WEATHER AND OTHER RISKS ASSOCIATED WITH CENTRAL AMERICAN AND
CARIBBEAN OPERATIONS.
Our operations are subject to the volatile weather conditions and
natural disasters often encountered in the Central American and Caribbean
regions in which our warehouse stores are located, which could result in delays
in construction or result in significant damage to, or destruction of, our
warehouse stores. In addition, our Central American and Caribbean operations
involve uncertainties arising from:
- local business practices, language and cultural
considerations, including the capacity or willingness of local
business and government officials to provide necessary
services, and
- local economic conditions.
Losses from business interruption may not be adequately compensated by
insurance.
DECLINES IN THE ECONOMIES OF THE COUNTRIES IN WHICH WE OPERATE OUR WAREHOUSE
STORES WOULD HARM OUR BUSINESS.
The success of our operations depends to a significant extent on a
number of factors relating to discretionary consumer spending, including
employment rates, business conditions, consumer spending patterns and customer
preferences and other economic factors in each of our markets. Consumer spending
in our markets may be adversely affected by these factors, thereby affecting our
growth, net sales and profitability. A decline in the national or regional
economies of any foreign countries in which we currently operate or will operate
in the future could have a material adverse effect on our business, financial
condition and operating results.
A FEW OF OUR STOCKHOLDERS HAVE SUBSTANTIAL CONTROL OVER OUR VOTING STOCK.
As of July 7, 2000, Robert E. Price, who is the Chairman of our Board,
and Sol Price, a significant stockholder of ours and father of Robert E. Price,
beneficially owned approximately 37.9% of our outstanding common stock. As a
result, these stockholders will effectively control the outcome of all matters
submitted to our stockholders for approval, including the election of directors.
In addition, this ownership could discourage the acquisition of our common stock
by potential investors, and could have an anti-takeover effect, possibly
depressing the trading price of our common stock.
THE LOSS OF KEY PERSONNEL COULD HARM OUR BUSINESS.
We depend to a large extent on the performance of our senior management
team and other key employees for strategic business direction. If we lost the
services of any members of our senior management or other key employees, it
could have a material adverse affect on our business, financial condition and
operating results.
WE ARE SUBJECT TO VOLATILITY IN FOREIGN CURRENCY EXCHANGE.
We conduct international operations primarily in Central America and
the Caribbean, and we intend to conduct such operations in Asia. Accordingly, we
are subject to both economic and political instabilities that cause volatility
in foreign currency exchange. For fiscal 1999, 28% of our net warehouse sales
were in foreign currencies. Through May 31, 2000, approximately 73% of our net
warehouse sales during fiscal 2000 have been in foreign currencies, and we
expect this percentage to increase in the future. We plan to
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open warehouses in additional foreign countries that may involve similar
economic and political risks as well as challenges that may be different from
those currently encountered by us. We believe that because our present
operations and expansion plans involve numerous countries and currencies, our
exposure from any one currency devaluation would not significantly affect
operating results. Nonetheless, there can be no assurance that we will not
experience a materially adverse affect on our financial condition as a result of
the economic and political risks of conducting an international merchandising
business.
Foreign currencies in most Central American and Caribbean countries
have historically devalued against the U.S. dollar and are expected to
continue to devalue. Managing foreign exchange is critical for operating
successfully in these markets and we manage our risks through a combination
of hedging currencies through non-deliverable forward exchange contracts, or
NDFs, and internal hedging procedures. As of July 15, 2000, we had no NDFs
outstanding. However, we will continue to purchase NDFs where necessary to
mitigate foreign exchange losses, but due to the volatility and high cost or
lack of derivative financial instruments in the countries we operate in,
significant risk from unexpected devaluation of local currencies exist.
Foreign exchange transaction losses realized year-to-date through July 15,
2000 (including the cost of NDFs) increased cost of goods sold by
approximately $1.7 million.
OUR FORWARD-LOOKING STATEMENTS MAY PROVE TO BE WRONG.
Some of the information under the caption "Risk Factors" and elsewhere
in this prospectus are forward-looking statements. These forward-looking
statements include, but are not limited to, statements about our plans,
objectives, expectations and intentions, and other statements contained in this
prospectus that are not historical facts. When used in this prospectus, the
words "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and similar expressions are generally intended to identify
forward-looking statements. Because these forward-looking statements involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by these
forward-looking statements.
USE OF PROCEEDS
We are registering the shares of our common stock offered by this
prospectus for the account of the selling stockholders identified in the section
of this prospectus entitled "Selling Stockholders." All of the net proceeds from
the sale of our common stock by this prospectus will go to the stockholders who
offer and sell their shares of our common stock.
We will not receive any part of the proceeds from the sale of these securities.
SELLING STOCKHOLDERS
The following table provides the name of each stockholder and the
number of shares of our common stock offered by each selling stockholder under
this prospectus. Because the selling stockholders may sell all or part of their
shares of our common stock under this prospectus and since this offering is not
being underwritten on a firm commitment basis, we cannot estimate the number and
percentage of shares of our common stock that the selling stockholders will hold
at the end of the offering covered by this prospectus.
Of the 646,000 shares of common stock listed below,
- 339,750 shares were issued to PSC, S.A., as partial
consideration for the sale of its 40% interest in PSMT
Caribe, Inc. to PriceSmart, and
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- an aggregate of 306,748 shares were issued to the principals
of BB&M International Trading Group, as consideration for
BB&M's sale of its 49% interest in PriceSmart's Panama
business to PriceSmart.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
BEFORE THE OFFERING SHARES AFTER THE OFFERING
-------------------- BEING --------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
PSC, S.A. 679,500 10.9% 339,750 339,750 5.4%
First Federal Financial Corp. 77,098 1.2% 77,098 0 *
Uttam C. Nandwani 104,380 1.7% 104,380 0 *
Rafael E. Barcenas(1) 81,916 1.3% 64,442 17,474 *
Joseph Azrak 26,215 * 26,215 0 *
Roberto Novey 19,276 * 19,276 0 *
Raymond Dayan 15,337 * 15,337 0 *
</TABLE>
*Ownership is less than 1%.
(1) Includes 14,758 shares subject to options that are currently
exercisable or will become exercisable within 60 days after
the date of this prospectus.
Pursuant to agreements between PriceSmart and the selling stockholders,
PriceSmart agreed to file a registration statement covering the shares of common
stock held by the selling stockholders, or in certain instances, a portion of
the shares of common stock held by the selling stockholders.
The selling stockholders do not have any position, office or other
material relationship with us or any of our affiliates, nor have they had any
position, office or material relationship with us or any of our affiliates
within the past three years, except that as of July 7, 2000, PSC, S.A. owned
approximately 10.9% of our common stock and Rafael E. Barcenas is a director of
PriceSmart.
PLAN OF DISTRIBUTION
The selling stockholders may from time to time offer and sell their
shares of our common stock offered by this prospectus. We have registered the
selling stockholders' shares for resale to provide them with freely tradable
securities. However, registration does not necessarily mean that the selling
stockholders will offer and sell any of their shares.
OFFER AND SALE OF SHARES. The selling stockholders, or their pledgees,
donees, transferees or other successors in interest, may offer and sell their
shares of our common stock in one or more of the following manners:
- on the Nasdaq National Market or other exchanges on which our
common stock is traded at the time of sale,
- in the over-the-counter market or otherwise at prices and at
terms then prevailing or at prices related to the then current
market price, or
- in privately negotiated transactions.
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The selling stockholders, or their pledgees, donees, transferees or
other successors in interest, may sell their shares of our common stock in one
or more of the following transactions:
- a block trade in which the broker or dealer will attempt to
sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the
transaction,
- a broker or dealer may purchase as principal and resell the
shares for its own account under this prospectus, or
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
The selling stockholders may accept and, together with any agent of the
selling stockholders, reject in whole or in part any proposed purchase of the
shares of our common stock offered by this prospectus.
BROKERS AND DEALERS. The selling stockholders may select brokers or
dealers to sell their shares of our common stock. Brokers or dealers of the
selling stockholders may arrange for other brokers or dealers to participate in
selling the shares. The selling stockholders may give the brokers or dealers
commissions or discounts in amounts to be negotiated immediately before any
sale. In connection with these sales, these brokers or dealers, any other
participating brokers or dealers, and some pledgees, donees, transferees and
other successors in interest, may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933. In addition, any
securities covered by this prospectus that qualify for sale pursuant to Rule 144
of the Securities Act of 1933 may be sold under Rule 144 rather than under this
prospectus.
COMMISSIONS. The selling stockholders will pay any sales commissions or
other sellers' compensation applicable to these transactions.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended August 31, 1999, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
consolidated financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
LEGAL MATTERS
The legality of our common stock offered by this prospectus will be
passed upon for PriceSmart by Latham & Watkins, San Diego, California.
WHERE TO FIND ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy materials we have filed
with the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference room. Our SEC filings also
are available to the public on the SEC's Internet site at www.sec.gov. In
addition, you may obtain a copy of our SEC filings at no cost by writing or
telephoning our General Counsel at:
PriceSmart, Inc.
4649 Morena Boulevard
San Diego, California 92117
(858) 581-4530
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<PAGE>
The SEC allows us to "incorporate by reference" in this prospectus
information we file with the SEC, which means that we may disclose important
information in this prospectus by referring you to the document that contains
the information. The information incorporated by reference is considered to be a
part of this prospectus, and later information filed with the SEC will update
and supersede this information. PriceSmart incorporates by reference the
documents listed below and any future filings it makes with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until
the offering of securities covered by this prospectus is completed:
- The Annual Report on Form 10-K of PriceSmart for the fiscal
year ended August 31, 1999,
- The Quarterly Report on Form 10-Q of PriceSmart for the
quarter ended November 30, 1999,
- The Quarterly Report on Form 10-Q of PriceSmart for the
quarter ended February 29, 2000,
- The Quarterly Report on Form 10-Q of PriceSmart for the
quarter ended May 31, 2000,
- The Current Report on Form 8-K filed with the SEC on June 19,
2000, and
- The description of our common stock contained in our Amended
Registration Statement on Form 10 filed with the SEC on August
13, 1997.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act of 1933, relating to the securities that may be offered by
this prospectus. This prospectus is a part of that registration statement, but
does not contain all of the information in the registration statement. For more
detail concerning PriceSmart and any securities offered by this prospectus, you
may examine the registration statement and the exhibits filed with it at the
offices of the SEC.
You should rely only on the information provided or incorporated by
reference in this prospectus or in the applicable supplement to this prospectus.
You should not assume that the information in this prospectus and the applicable
supplement is accurate as of any date other than the date on the front cover of
the document.
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================================================================================
We have not authorized any person to make a statement that differs from
what is in this prospectus. If any person does make a statement that differs
from what is in this prospectus, you should not rely on it. This prospectus is
not an offer to sell, nor is it seeking an offer to buy, these securities in any
state where the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of its date, but the information may
change after that date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PriceSmart 2
Risk Factors 2
Use of Proceeds 6
Selling Stockholders 6
Plan of Distribution 7
Experts 8
Legal Matters 8
Where to Find Additional Information 8
</TABLE>
PRICESMART, INC.
646,498 SHARES
COMMON STOCK
P R O S P E C T U S
__________, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses incurred in
connection with this Registration Statement. All such expenses will be paid by
PriceSmart, Inc. (the "Company").
<TABLE>
<S> <C>
SEC Registration Fee................................................... $ 6,433
Printing and Mailing Costs............................................. 5,000
Legal Fees and Expenses................................................ 12,000
Accounting Fees and Expenses........................................... 5,000
Miscellaneous ......................................................... 2,000
TOTAL..................................................... $30,433
</TABLE>
All of the above items except the registration fee are estimates.
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.
The Company's Amended and Restated Certificate of Incorporation and
Bylaws provide that the Company will indemnify its directors and officers to the
fullest extent permitted by Delaware law. Delaware law permits, but does not
require, a corporation to indemnify officers, directors, employees or agents and
expressly provides that the indemnification provided for under Delaware law
shall not be deemed exclusive of any indemnification right under any bylaw, vote
of stockholders or disinterested directors, or otherwise. Delaware law permits
indemnification against expenses and certain other liabilities arising out of
legal actions brought or threatened against such persons for their conduct on
behalf of the Company, provided that each such person acted in good faith and in
a manner that he or she reasonably believed was in or not opposed to the
Company's best interests and in the case of a criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Delaware law does
not allow indemnification of directors in the case of an action by or in the
right of the Company (including stockholder derivative suits) unless the
directors successfully defend the action or indemnification is ordered by the
court. The Company is a party to indemnification agreements with each of its
directors and officers.
Item 16. Exhibits.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page hereto).
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Item 17. Undertakings.
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
Securities Act of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 this registration statement;
provided, however, that subparagraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to existing 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 Securities Act of 1933 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 or controlling person of the Registrant in the
successful
II-2
<PAGE>
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 of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
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-3, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of San Diego, State of California, on the 26th day
of July, 2000.
PriceSmart, INC.
By: /s/ GILBERT A. PARTIDA
-------------------------------------
Gilbert A. Partida
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below hereby constitutes and
appoints Gilbert A. Partida his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, or any registration statement for the same offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with exhibits thereto and other documents in
connection therewith or in connection with the registration of the common stock
offered hereby under the Securities Exchange Act of 1934, with the SEC, granting
unto such attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that such attorney-in-fact and
agent or his substitutes may do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
-------------------------------------------- Chairman of the Board
Robert E. Price
/s/ GILBERT A. PARTIDA President, Chief Executive July 26, 2000
-------------------------------------------- Officer and Director
Gilbert A. Partida (Principal Executive Officer)
/s/ ALLAN C. YOUNGBERG Executive Vice President and July 26, 2000
-------------------------------------------- Chief Financial Officer
Allan C. Youngberg (Principal Financial and
Accounting Officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ RAFAEL E. BARCENAS Director July 26, 2000
--------------------------------------------
Rafael E. Barcenas
/s/ JAMES F. CAHILL Director July 26, 2000
--------------------------------------------
James F. Cahill
/s/ KATHERINE L. HENSLEY Director July 26, 2000
--------------------------------------------
Katherine L. Hensley
/s/ LEON C. JANKS Director July 26, 2000
--------------------------------------------
Leon C. Janks
/s/ LAWRENCE B. KRAUSE Director July 26, 2000
--------------------------------------------
Lawrence B. Krause
</TABLE>
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement on
Form S-3 or are incorporated herein by reference.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
5.1 Opinion of Latham & Watkins.*
23.1 Consent of Ernst & Young, LLP.*
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page hereto).
----------
</TABLE>
* Filed herewith.
