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Registration No. 333-41247
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
under
The Securities Act of 1933
WD-40 COMPANY
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(Exact Name of Registrant as specified in Charter)
Delaware 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 office) (Zip Code)
SECOND AMENDMENT AND RESTATEMENT
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)
This Post-Effective Amendment No. 1 to Registration Statement
("Post-Effective Amendment") shall become effective upon filing in accordance
with Rule 464 under the Securities Act of 1933.
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PREAMBLE
This Post-Effective Amendment is being filed pursuant to Rule 414
under the Securities Act of 1933, as amended (the "Securities Act"), to
reflect the adoption by WD-40 Company, a Delaware corporation (the
"Company"), of the contents of Registration Statement No. 333-41247 on Form
S-8 (the "Registration Statement"), filed on November 28, 1997, by WD-40
Company, a California corporation ("WD-40 California"). In accordance with
Section 252 of the Delaware General Corporation Law, the Company is the
surviving corporation of a merger of WD-40 California with and into the
Company (the "Merger") for the sole purpose of changing the state of
incorporation of WD-40 California from the State of California to the State
of Delaware. In the Merger, which was consummated on December 15, 1999, each
share of capital stock of WD-40 California was converted into one share of
capital stock of the Company.
In accordance with Rule 414, the Company, as the successor issuer,
hereby expressly adopts the Registration Statement, as well as the employee
benefit plan to which it relates, of WD-40 California as its own for all
purposes of the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
The registration fees were paid at the time of the original filing
of the Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
*ITEM 1. PLAN INFORMATION
*ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
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* The materials constituting the Registrant's Section 10(a) Prospectus
are maintained on file with the Registrant at its principal offices
located at 1061 Cudahy Place, San Diego, California 92110 in accordance
with Rule 428(a)(2) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference:
(a) WD-40 California's Annual Report on Form 10-K for the year
ended August 31, 1999, dated November 23, 1999;
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(b) All other reports filed by WD-40 California pursuant to
Section 13(a) or 15(d) of the Exchange Act since August 31,
1999; and
(c) The description of WD-40 California's Common Stock set forth
in Item 1, Capital Stock to be Registered, from WD-40
California's Application for Registration on Form 8-A under
Section 12 of the Exchange Act dated March 21, 1973, as
amended on Form 8, Amendment to Application or Report, dated
May 11, 1973 (inasmuch as the Registrant's Common Stock is
deemed registered pursuant to Section 12(g) of the Exchange
Act, according to Rule 12g-3 thereunder, due to the registered
status of WD-40 California's Common Stock). Information with
respect to the rights of holders of the Registrant's Common
Stock is also set forth in the Proxy Statement filed by WD-40
California with the SEC on November 9, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining
unsold, are deemed to be incorporated by reference in the Registration
Statement and shall be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of the director's fiduciary
duty. While this statute does not change directors' fiduciary duty, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from
which the director derives an improper personal benefit. As permitted by
statute, the Company has adopted provisions in its Certificate of
Incorporation that eliminate to the fullest extent permitted under Delaware
law the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their
fiduciary duty.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, employees and agents of a corporation
and persons serving at the request of the corporation as directors, officers,
employees or agents or another corporation, partnership,
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joint venture, trust or other enterprise. The Company's Certificate of
Incorporation provides for the Company's indemnification of its directors and
officers to the fullest extent permitted under Delaware law. In addition, the
Company's Bylaws provide for the Company's indemnification, to the fullest
extent permitted under Delaware law, of its directors, officers, employees
and agents, persons who are or were serving at the Company's request as
directors, officers, managers, partners, trustees, employees or agents of
another corporation, partnership, joint venture, trust or other organization
or enterprise, and persons who were directors or officers of a corporation
that was a predecessor corporation of the Company or another enterprise at
the request of such predecessor corporation.
The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines and settlement amounts actually and reasonably incurred in
connection with any proceeding (including derivative actions in certain
cases), whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person was or is a director, officer,
employee, agent or fiduciary of the Company or any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person is or was serving at the Company's request. The
indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits.
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;
(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, however, notwithstanding the
foregoing, any increase or decrease in volume
of securities offered (if the total dollar
value of securities offered would not exceed
that
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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 Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
this Registration Statement;
(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 paragraphs (a)(1)(i) and
(a)(1)(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 by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities 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.
(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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in 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
Securities Act 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 SEC such indemnification is
against public policy as expressed in the Securities 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
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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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on December 15, 1999.
REGISTRANT:
WD-40 COMPANY,
a Delaware corporation
By: /s/ Thomas J. Tranchina
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Thomas J. Tranchina,
Vice President-Finance
(Principal Financial Officer and
Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Garry O. Ridge, Thomas J. Tranchina and John B.
Sidell, and each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, to the Registration
Statement on Form S-8 (No. 333-41247) of WD-40 Company, a Delaware corporation,
and to this Post-Effective Amendment, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment 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)
December 15, 1999
/s/ John S. Barry
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JOHN S. BARRY, Director
December 15, 1999
/s/ Mario L. Crivello
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MARIO L. CRIVELLO, Director
December 15, 1999
/s/ Daniel W. Derbes
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DANIEL W. DERBES, Director
December 15, 1999
/s/ Harlan F. Harmsen
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HARLAN F. HARMSEN, Director
December 15, 1999
/s/ Jack L. Heckel
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JACK L. HECKEL, Director
December 15, 1999
/s/ Margaret L. Roulette
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MARGARET L. ROULETTE, Director
December 15, 1999
/s/ Gerald C. Schleif
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GERALD C. SCHLEIF, Director
December 15, 1999
/s/ C. Frederick Sehnert
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C. FREDRICK SEHNERT, Director
December 15, 1999
/s/ Edward J. Walsh
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EDWARD J. WALSH, Director
December 15, 1999
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
No. Exhibit
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<S> <C>
2.0 Agreement of Merger (causing WD-40 California to merge with
the Registrant for the sole purpose of changing the state of
incorporation of WD-40 California from the State of California
to the State of Delaware) (Appendix A to Proxy Statement
filed by WD-40 California with the SEC on November 9, 1999,
which contains such document, is incorporated herein by
reference)
3.1 Registrant's Certificate of Incorporation (Appendix B to the
Proxy Statement filed by WD-40 California with the SEC on
November 9, 1999, which contains such document, is
incorporated herein by reference)
3.2 Registrant's Bylaws (Appendix C to Proxy Statement filed by
WD-40 California with the SEC on November 9, 1999, which
contains such document, is incorporated herein by reference)
5.0 Opinion of Harmsen, Carpenter, Sidell & Olson, A Law
Corporation, dated December 15, 1999 (Exhibit 5.0)
23.1 Consent of PricewaterhouseCoopers LLP, dated December 15,
1999 (Exhibit 23.1)
24.1 Power of Attorney for Members of the Board of Directors of
Registrant (see signature page)
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EXHIBIT 5.0
December 15, 1999
WD-40 Company
1061 Cudahy Place
San Diego, California 92110
Gentlemen:
You have requested our opinion as counsel for WD-40 Company, a Delaware
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 Post-Effective Amendment No. 1 to Registration
Statement, No.333-41247, on Form S-8 with the Securities and Exchange
Commission ("Registration Statement"). We further have examined the Certificate
of Incorporation of the Company, as certified by the Secretary of State of the
State of Delaware, 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,
A LAW CORPORATION
By /s/ Richard T. Clampitt
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Richard T. Clampitt
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Post-Effective Amendment No. 1 to Registration Statement No. 333-41247 of WD-40
Company on Form S-8 of our report dated September 28, 1999 relating to the
financial statements and financial statement schedule of WD-40 Company, which
appears in WD-40 Company's Annual Report on Form 10-K for the year ended August
31, 1999.
/s/ PricewaterhouseCoopers LLP
San Diego, California
December 15, 1999
