<PAGE>
FORM S-8
__________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
WD-40 COMPANY
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(Exact Name of Registrant as specified in Charter)
California 95-1797918
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1061 Cudahy Place, San Diego, California 92110
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
RESTATED WD-40 COMPANY 1990 INCENTIVE STOCK OPTION PLAN
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(Full title of the plan)
Gerald C. Schleif
1061 Cudahy Place
San Diego, CA 92110
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(Name and address of agent for service)
(619) 275-1400
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
Proposed
Title of Proposed Maximum
Securities Maximum Aggregate Amount of
to be Amount to be Offering Offering Registration
Registered Registered Price Per Unit Price Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
No par 200,000 $39.625* $7,987,957* $2,754.47
common shares
stock
</TABLE>
*Average of high and low prices reported on NASDAQ for March 31, 1995, used for
purposes of fee calculation with respect to 178,102 shares for which exercise
price of options is undetermined. The exercise price for 21,898 shares
underlying options granted on September 26, 1994 is $42.50. Registration Fee
calculated pursuant to Rule 457(h).
-1-
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INCORPORATION OF REGISTRATION STATEMENT
---------------------------------------
BEARING FILE NO. 33-43174
-------------------------
This Registration Statement covers additional securities of the same class and
relating to the same employee benefit plan as those securities registered on a
previously filed Registration Statement, File No. 33-43174, the contents of
which are incorporated herein by this reference.
EXHIBITS
The following opinion and consent are attached as follows:
Exhibit No. Description
- ---------- -----------
Opinion Re Legality:
-------------------
5 Opinion of Harmsen, Carpenter, Sidell & Olson, A Law
Corporation, dated
April 3, 1995.
Consents of Experts and Counsel:
-------------------------------
23 Consent of Price Waterhouse LLP dated
April 3, 1995.
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 San Diego, State of California, on April 3, 1995.
REGISTRANT:
WD-40 COMPANY
By /s/ Robert D. Gal
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Robert D. Gal, Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
-2-
<PAGE>
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
date indicated.
/s/ Gerald Schleif
----------------------------------
GERALD C. SCHLEIF, Director
President and Chief Executive
Officer
(Principal Executive Officer)
April 3, 1995
/s/ John S. Barry
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JOHN S. BARRY, Director
April 3, 1995
/s/ Harlan F. Harmsen
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HARLAN F. HARMSEN, Director
April 3, 1995
/s/ Margaret L. Roulette
-----------------------------------
MARGARET L. ROULETTE, Director
April 3, 1995
/s/ C. Fredrick Sehnert
----------------------------------
C. FREDRICK SEHNERT, Director
April 3, 1995
/s/ Daniel W. Derbes
----------------------------------
DANIEL W. DERBES, Director
April 3, 1995
/s/ Jack L. Heckel
----------------------------------
JACK L. HECKEL, Director
April 3, 1995
/s/ Edward J. Walsh
----------------------------------
EDWARD J. WALSH, Director
April 3, 1995
/s/ Mario L. Crivello
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MARIO L. CRIVELLO, Director
April 3, 1995
-3-
<PAGE>
[LETTERHEAD OF HARMSEN, CARPENTER, SIDELL & OLSON]
EXHIBIT 5
April 3, 1995
WD-40 Company
1061 Cudahy Place
San Diego, California 92110
Gentlemen:
You have requested our opinion as counsel for WD-40 Company, a California
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder, of 200,000 shares of its no par value common stock to be issued
pursuant to the Restated WD-40 Company 1990 Incentive Stock Option Plan.
We have examined the Company's Registration Statement on Form S-8 with the
Securities and Exchange Commission ("Registration Statement"). We further
have examined the Restated Articles of Incorporation of the Company, as
certified by the Secretary of State of the State of California, the By-Laws
and the minute books of the Company, the form of stock certificate and such
other documents as we deemed pertinent as a basis for the opinion hereinafter
expressed.
Based on the foregoing, it is our opinion that all of the shares of common
stock, when sold and issued in accordance with the Section 10(a) prospectus
and the Option Agreements entered into pursuant to the Incentive Stock Option
Plan, will be legally and validly issued and outstanding, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
HARMSEN, CARPENTER, SIDELL & OLSON
By /s/ Richard T. Clampitt
-------------------------------
Richard T. Clampitt
RTC:jd
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EXHIBIT 23
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Consent of Independent Accountants
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of WD-40 Company of our report dated October 4, 1994
appearing on page 4 of the Annual Report to Shareholders which is incorporated
by reference in the Company's Annual Report on Form 10-K for the year ended
August 31, 1994. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 10 of such
Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Diego, California
April 3, 1995
