<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________________
SHOE PAVILION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
_______________________________
DELAWARE 94-3289691
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3200-F REGATTA BOULEVARD
RICHMOND, CA 94804
(510) 970-9775
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
_______________________________
Shoe Pavilion, Inc.
Nonemployee Director Stock Option Plan
(Full Title of the Plan)
_______________________________
DMITRY BEINUS
CHIEF EXECUTIVE OFFICER AND PRESIDENT
SHOE PAVILION, INC.
3200-F REGATTA BOULEVARD
RICHMOND, CA 94804
(510) 970-9775
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JOHN F. SEEGAL
BRETT E. COOPER
ORRICK, HERRINGTON & SUTCLIFFE LLP
OLD FEDERAL RESERVE BANK BUILDING
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111-3143
(415) 392-1122
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE(1) FEE
(1)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, and Options to
Purchase Common Stock......... 100,000 shares $7.585 $758,500 $224
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), on the basis of $7.688 per share, the average
of the high and low price of the Common Stock on the Nasdaq National Market
on March 24, 1998 with respect to the shares remaining subject to future
options, and on the basis of the actual exercise price with respect to
shares subject to outstanding options.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest prospectus (dated February 23, 1998) of Shoe Pavilion,
Inc. (the "Company") filed pursuant to the Securities Act of 1933; (ii) all
other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the date of such
prospectus; and (iii) the description of the Company's common stock set forth in
the Company's Registration Statement on Form S-1 relating thereto, including any
amendment or report filed for the purpose of updating such description. All
documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The FIFTH Section of the Company's Certificate of Incorporation provides
that directors of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, to the fullest extent permitted by the General Corporation Law of the
State of Delaware. Article V of the Company's By-Laws provides for
indemnification of officers and directors to the full extent and in the manner
permitted by Delaware law. Section 145 of the Delaware General Corporation Law
makes provision for such indemnification in terms sufficiently broad to cover
officers and directors under certain circumstances for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act").
The Company has entered into indemnification agreements with each director
and executive officer, which provide indemnification under certain circumstances
for acts and omissions which may not be covered by any directors' and officers'
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER NAME
------ ----
4.1 Shoe Pavilion, Inc. Nonemployee Director Stock Option Plan
with form of non-qualified stock option agreement
(incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-1, Commission File No. 333-
41877).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to legality
of the Common Stock
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained
in Exhibit 5.1 to this Registration Statement.
24.1 Powers of Attorney (see Page 4)
2
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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 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;
(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 (a)(1)(i) and (a)(1)(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 Securities Exchange Act of 1934 that are
incorporated by reference in the 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 therein, 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.
(b) The undersigned registrant hereby undertakes that, for 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 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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
the initial bona fide offering thereof.
(c) 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 the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 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 Act and will
be governed by the final adjudication of such issue.
3
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SIGNATURES
The Registrant. 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 Richmond, State of California on the 31st day of
March, 1998.
SHOE PAVILION, INC.
(Registrant)
By: /s/ Dmitry Beinus
--------------------------------------
Dmitry Beinus
(Chairman of the Board of Directors, Chief
Executive Officer and President)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dmitry Beinus and Gary Schwartz, or
either of them, each with the power of substitution, his or her attorney-in-
fact, to sign any amendments to this Registration Statement (including post-
effective amendments), and to file the same, together with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his or her substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Dmitry Beinus Chairman of the Board of Directors, March 31, 1998
- -------------------------------------- Chief Executive Officer and President
Dmitry Beinus (Principal Executive Officer)
/s/ Gary A. Schwartz Director, Vice President of Finance and March 31, 1998
- -------------------------------------- Chief Financial Officer (Principal
Gary A. Schwartz Financial Officer and Principal
Accounting Officer)
/s/ Peter G. Hanelt Director March 29, 1998
- --------------------------------------
Peter G. Hanelt
/s/ David H. Folkman Director March 28, 1998
- --------------------------------------
David H. Folkman
</TABLE>
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER NAME NUMBER
------ ---- ------
<S> <C> <C>
4.1 Shoe Pavilion, Inc. Nonemployee Director Stock Option
Plan with form of non-qualified stock option agreement
(incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1,
Commission File No. 333-41877).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to
legality of the Common Stock
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is
contained in Exhibit 5.1 to this Registration
Statement.
24.1 Powers of Attorney (see Page 4)
</TABLE>
<PAGE>
EXHIBIT 5.1
March 31, 1998
Shoe Pavilion, Inc.
3200-F Regatta Boulevard
Richmond, California 94804
Re: Shoe Pavilion, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with a
proposed issuance pursuant to the Shoe Pavilion, Inc. Nonemployee Director Stock
Option Plan (the "Plan") of up to 100,000 shares of common stock, $0.001 par
value (the "Common Stock") of Shoe Pavilion, Inc., a Delaware corporation (the
"Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 100,000
shares of Common Stock to be issued by the Company pursuant to the Plan are duly
authorized and will be, when issued against payment of the purchase price
therefor, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement as originally filed or as subsequently
amended or supplemented. In giving such consent, we do not consider that we are
an "expert" within the meaning of such term as used in the Securities Act of
1933, as amended, or the rules and regulation of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Shoe Pavilion, Inc. on Form S-8 of our report dated January 16,
1998 (February 23, 1998 as to the reorganization discussed in Note 1 and the
last sentence of the first paragraph of Note 4) appearing in Amendment No. 2 to
Shoe Pavilion, Inc.'s Registration Statement No. 333-41877 dated February 23,
1998.
Deloitte & Touche LLP
San Francisco, California
March 31, 1998
