<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1999
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
GOLDEN STATE VINTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0412761
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Drake's Landing Road
Greenbrae, California 94904
(415) 461-4400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------
1996 Stock Option Plan
1998 Director Stock Option Plan
Employee Nonqualified Stock Option Agreements
(Full title of the plans)
BRIAN R. THOMPSON
Chief Financial Officer
Golden State Vintners, Inc.
500 Drake's Landing Road
Greenbrae, California 94904
(415) 461-4400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
COPIES TO:
Timothy F. Sylvester, Esq.
Riordan & McKinzie
300 South Grand, 29th Floor
Los Angeles, California 90071
(213) 629-4824
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(2) FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock ($.01 par 2,036,271 shares $12.9375 $26,344,256.06 $7,323.70
value per share)
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales price on
February 10, 1999, respectively, as reported on the Nasdaq Stock Market.
(2) This Registration Statement shall also cover any additional shares of
Class B Common Stock which become issuable under the 1996 Stock Option Plan,
the 1998 Director Stock Option Plan and the Employee Nonqualified Stock
Option Agreements by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the outstanding
shares of Class B Common Stock of Golden State Vintners, Inc.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by
reference in, and shall be deemed to be a part of, this Registration
Statement:
(a) the Company's Annual Report on Form 10-K for the year ended June 30,
1998 and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
(b) the description of the Company's Class B Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
on July 20, 1998; and
(c) all documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any subsequently filed document that is or is deemed
to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the validity of the Class B Common
Stock being registered hereby have been passed upon for the Company by Riordan &
McKinzie, a Professional Corporation, Los Angeles, California. Certain
principals and employees of Riordan & McKinzie own approximately 70,000
shares of the Company's Class B Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "Delaware Law")
provides for the indemnification of officers, directors, and other corporate
agents in terms sufficiently broad to indemnify such persons under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. The Company's Amended and Restated
Certificate of Incorporation provides for indemnification of the Company's
directors, officers, employees and other agents to the extent under the
circumstances permitted by the Delaware Law.
The Company has also entered into agreements to indemnify its directors
and certain of its officers in addition to the indemnification provided for
in the Certificate of Incorporation. These agreements, among other things,
indemnify the Company's directors and certain of its officers for certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
incurred by such person in any action or proceeding, including but not
limited to any action by or in the right of the Company, on account of
services by that person as a director or officer of the Company or as a
director or officer of any subsidiary of the Company, or as a director or
officer of any other company or enterprise that the person provides services
to at the request of the Company. The Company has also purchased directors'
and officers' liability insurance.
The Underwriting Agreement dated July 21, 1998 among the Company, certain
stockholders of the Company and certain underwriters (the "Underwriters")
provides for indemnification by the Underwriters of the Company, its
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directors and officers, for certain liabilities, including liabilities
arising under the Securities Act, and affords certain rights of contribution
with respect thereto.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Riordan & McKinzie.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Riordan & McKinzie (included in Exhibit 5.1).
24.1 Power of Attorney with respect to the Company (see page II-4).
_______________
ITEM 9. 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;
(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 (1)(i) and (1)(ii) 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
Securities and Exchange Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in
the 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.
(4) 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and to deliver or cause
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to be delivered to each person to whom a prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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 Securities and Exchange
Commission 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 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 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 Greenbrae, State of California, on
February 10, 1999.
GOLDEN STATE VINTNERS, INC.
By: /S/ BRIAN R. THOMPSON
----------------------------
Brian R. Thompson,
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this registration statement hereby constitutes and appoints Brian R.
Thompson, Jeffrey B. O'Neill and Jeffrey J. Brown, their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments to this
registration statement to which this power of attorney is attached, including
any post-effective amendments as well as any related registration statement
(or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done
in connection therewith, as fully to all intents and purposes as they might
and could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jeffrey B. O'Neill Chief Executive Officer, November 24, 1998
- ------------------------- President and Director
Jeffrey B. O'Neill (Principal Executive Officer)
/s/ Brian R. Thompson Chief Financial Officer and November 24, 1998
- -------------------------- Secretary (Principal
Brian R. Thompson Financial Officer and
Accounting Officer)
/s/ Jeffrey J. Brown Chairman of the Board, November 24, 1998
- --------------------------- Assistant Secretary and
Jeffrey J. Brown Director
/s/ Nicholas B. Binkley Director November 24, 1998
- ---------------------------
Nicholas B. Binkley
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/s/ Douglas R. Wolter
- --------------------------- Director November 24, 1998
Douglas R. Wolter
/s/ Keith R. Fox November 24, 1998
- --------------------------- Director
Keith R. Fox
/s/ W. Scott Hedrick
- --------------------------- Director November 24, 1998
W. Scott Hedrick
- --------------------------- Director November 24, 1998
Peter W. Mullin
- --------------------------- Director November 24, 1998
John G. McDonald
/s/ Gregory J. Forrest Director November 24, 1998
- ---------------------------
Gregory J. Forrest
</TABLE>
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<PAGE>
February 11, 1999
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY SEQUENTIALLY
NUMBERED NUMBERED
EXHIBIT DESCRIPTION PAGE
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<S> <C> <C>
5.1 Opinion of Riordan & McKinzie . . . . . . . . . . . . . . .
23.1 Consent of Deloitte and Touche LLP . . . . . . . . . . . . .
23.2 Consent of Riordan & McKinzie (included in Exhibit 5.1) . . .
24.1 Power of Attorney with respect to the Company (see page II-4) . .
</TABLE>
___________________
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<PAGE>
February 12, 1999
Ladies and Gentlemen:
We have acted as counsel to Golden State Vintners, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of 2,036,271 shares of
Class B Common Stock, $0.01 par value per share of the Company (the
"Shares"), which are to be offered and sold by the Company pursuant to
Employee Nonqualified Stock Option Agreements, the Company's 1996 Stock
Option Plan and its 1998 Director Stock Option Plan (the "Stock Agreements
and Plans"). This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the 1933 Act in connection with the
Registration Statement on Form S-8 (the "Registration Statement"), for the
aforementioned sale, filed with the Securities and Exchange Commission (the
"Commission") under the 1933 Act.
In rendering the opinion set forth herein, we have made such
investigations of fact and law, and examined such documents and instruments,
or copies thereof established to our satisfaction to be true and correct
copies thereof, as we have deemed necessary under the circumstances.
Based upon the foregoing and such other examination of law and fact as
we have deemed necessary, and in reliance thereon, we are of the opinion
that, the Shares, when offered, sold and paid for pursuant to the terms and
conditions of the Stock Agreements and Plans, as the case may be, will be
duly authorized and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of this firm under Item 5 of the
Registration Statement.
Very truly yours,
/s/ Riordan & McKinzie
-----------------------
RIORDAN & McKINZIE
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Golden State Vintners, Inc., (the "Company") on Form S-8 of our report
dated August 21, 1998 (September 25, 1998 as to the last sentence of the
third paragraph of Note 5), appearing in the Annual Report on Form 10-K of
the Company for the year ended June 30, 1998.
Fresno, California
February 12, 1999
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
