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FORM S-8
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(Address of principal executive offices) (Zip Code)
SECOND AMENDMENT AND RESTATEMENT
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WD-40 COMPANY 1990 INCENTIVE STOCK OPTION PLAN
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(Full title of the plan)
Garry O. Ridge
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
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<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Securities to be Amount to be Offering Offering Registration
Registered Registered Price Per Unit Price Fee
<S> <C> <C> <C> <C>
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No par common stock 600,000 $26.90* $16,140,000* $4,891*
shares
</TABLE>
*Average of high and low prices reported on The Nasdaq Stock Market for November
24, 1997, used for purposes of fee calculation with respect to all 600,000
shares for which exercise price of options is undetermined. Registration Fee
calculated pursuant to Rule 457(h).
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INCORPORATION OF REGISTRATION STATEMENTS
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BEARING FILE NOS. 33-43174 and 33-90972
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This Registration Statement covers additional securities of the same class
and relating to the same employee benefit plan as those securities registered on
previously filed Registration Statements, File Nos. 33-43174 and 33-90972, the
contents of which are incorporated herein by this reference.
EXHIBITS
The following exhibits, including the attached opinion and consent, are
required to be included in this Registration Statement under Part II, Item 8:
Exhibit No. Description
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Instruments Defining the Rights of Security Holders,
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Including Indentures
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4(a) Restated Articles of Incorporation are incorporated by reference
from the Form 10-K Annual Report dated November 9, 1995, Exhibit
3(a) thereto.
4(b) Restated By-Laws are incorporated by reference from the Form 10-K
Annual Report dated November 9, 1995, Exhibit 3(b) thereto.
4(c) Amendment No.1 to Restated By-Laws is incorporated by reference
from the Form 10-K Annual Report dated November 25, 1997, Exhibit
3(c) thereto.
Opinion Re Legality
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5 Opinion of Harmsen, Carpenter, Sidell & Olson, A Law Corporation,
dated November 25, 1997
Consents of Experts and Counsel
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23.1 Consent of Price Waterhouse LLP dated November 24, 1997
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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 November 25, 1997.
REGISTRANT:
WD-40 COMPANY
By /s/ Peter E. Williams
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Peter E. Williams, Vice President - Finance
(Principal Financial Officer and
Principal Accounting Officer)
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/ Garry O. Ridge
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GARRY O. RIDGE, Director and
President and Chief Executive Officer
(Principal Executive Officer)
November 25, 1997
/s/ John S. Barry
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JOHN S. BARRY, Director
November 25, 1997
/s/ Mario L. Crivello
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MARIO L. CRIVELLO, Director
November 25, 1997
/s/ Daniel W. Derbes
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DANIEL W. DERBES, Director
November 25, 1997
/s/ Harlan F. Harmsen
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HARLAN F. HARMSEN, Director
November 25, 1997
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/s/ Jack L. Heckel
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JACK L. HECKEL, Director
November 25, 1997
/s/ Margaret L. Roulette
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MARGARET L. ROULETTE, Director
November 25, 1997
/s/ Gerald C. Schleif
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GERALD C. SCHLEIF, Director
November 25, 1997
/s/ C. Fredrick Sehnert
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C. FREDRICK SEHNERT, Director
November 25, 1997
/s/ Edward J. Walsh
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EDWARD J. WALSH, Director
November 25, 1997
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Harmsen
Carpenter Symphony Towers
Sidell & 750 B Street, Suite 1800
Olson San Diego, CA 92101-8114
A Law Corporation (619) 232-1800
EXHIBIT 5
November 25, 1997
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 600,000 shares of its no par value common stock to be issued
pursuant to the Second Amendment and Restatement, 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
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Richard T. Clampitt
RTC:jd
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EXHIBIT 23.1
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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 our report dated October 2, 1997, which appears on page
6 of the 1997 Annual Report to Shareholders of WD-40 Company, which is
incorporated by reference in WD-40 Company's Annual Report on Form 10-K for the
year ended August 31, 1997. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on page 11 of such
Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Diego, California
November 24, 1997
