<PAGE>
As filed with the Securities and Exchange Commission on September 23, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DAVID'S BRIDAL, INC.
(Exact name of company as specified in its charter)
Florida 65-0214563
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
44 West Lancaster Avenue, Suite 250
Ardmore, Pennsylvania 19003
(Address of principal executive offices) (Zip Code)
Stock Option and Restricted Stock Plan
(Formerly the Stock Option Plan)
(Full title of the plan)
Robert D. Huth
Chief Executive Officer
David's Bridal, Inc.
44 West Lancaster Avenue, Suite 250
Ardmore, Pennsylvania 19003
(Name and address of agent for service)
(610) 896-2111
(Telephone number, including area code, of agent for service)
Copy of all communications to:
Alan Singer
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share (2) offering price (2) registration fee (2) (3)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
value 2,450,000 $8.75 $21,000,000 $5,838
====================================================================================================================================
</TABLE>
(1) This Registration Statement covers shares of Common Stock of David's
Bridal, Inc. which may be offered or sold pursuant to the Stock Option and
Restricted Stock Plan.
(2) Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the
Securities Act, solely for the purpose of calculating the registration fee,
based upon the average of the high and low sales prices of shares of the
Company's Common Stock on September 21, 1999, as reported on the Nasdaq
National Market.
(3) The registration fee of $5,838 was paid via wire transfer by the Company.
(4) Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the"Securities Act"), this Registration Statement also covers such
additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends, recapitalizations or
certain other capital adjustments.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the U.S. Securities and
Exchange Commission (the "Commission") by David's Bridal, Inc. (the "Company")
are incorporated by reference in this Form S-8 Registration Statement (the
"Registration Statement") and made a part hereof:
1. The prospectus dated May 20, 1999 filed under Rule 424(b) as part of
the Company's registration statement on Form S-1 (Registration No. 333-72693);
2. The description of the Common Stock of the Company contained in the
Company's registration statement on Form 8-A filed under the Securities and
Exchange Act (the "Exchange Act") on May 14, 1999; and
3. The Quarterly Report on Form 10-Q for the period ended June 30,
1999.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified shall not be deemed to
constitute a part of the Registration Statement except as so modified and any
statement so superseded shall not be deemed to constitute a part of this
Registration Statement.
Independent Public Accountants
The consolidated financial statements of the Company as of January
3, 1998 and January 2, 1999, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the three years in
the period ended January 2, 1999, incorporated by reference in this Registration
Statement from the Company's registration Statement on Form S-1 (Registration
No. 333-72693), together with all amendments thereto, have been audited by
Arthur Andersen LLP, independent certified public accountants, as indicated in
their reports with respect thereto, and are incorporated herein in reliance upon
the authority of said firm as experts in giving said report. Future financial
statements of the Company and the reports thereon of Arthur Andersen LLP also
will be incorporated by reference in this Registration Statement in reliance
upon the authority of that firm as experts in giving those reports to the extent
said firm has audited those financial statements and consented to the use of
their reports thereon.
Item 4. Description of Securities.
Not Applicable
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act empowers
a corporation, subject to certain limitations, to indemnify any person who was
or is a party to any proceeding by reason of the fact that he or she was or is a
director, officer, employee or agent of the corporation, against liability and
expenses actually and reasonably incurred by him or her in connection with such
proceeding, including any appeal thereof, if such party acted in good faith and
in a manner reasonably believed to be in, or not opposed to, the best interests
of the corporation, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe his or her conduct to have been unlawful.
The Company's Bylaws (the "Bylaws") provide a right to
indemnification to the full extent permitted by law for expenses, attorney's
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by any of the Company's directors, officers, employees or agents, who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was the Company's
director, officer, employee or agent or that of the Company's parent or any of
the Company's subsidiaries, or was serving at the Company's request, or at the
request of the Company's parent or any of the Company's subsidiaries as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
The Company's Board of Directors by resolution adopted in each
specific instance may similarly indemnify any person other than one of the
Company's directors or officers for liabilities incurred by him in connection
with services rendered by him for or at the Company's request, or at the request
of any of the Company's subsidiaries.
These indemnification provisions shall be applicable to all
actions, suits or proceedings commenced after the adoption of the Company's
Bylaws, whether such arise out of acts or omissions which occurred prior or
subsequent to such adoption and shall continue as to a person who has ceased to
be a director or officer or to render services for or at the Company's request
and shall inure to the benefit of the heirs, executors and administrators of
such a person. The rights of indemnification provided for in the Company's
Bylaws shall not be deemed the exclusive rights to which any of the Company's
directors, officers, employees or agents may be entitled.
The Company's Bylaws provide that the Company may pay the
expenses, including attorney's fees, incurred by any person entitled to be
indemnified by the Company in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking, by or on behalf of such person, to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Company as authorized by law.
<PAGE>
The Company may purchase and maintain insurance on behalf of any
person who is or was the Company's director or officer, employee or agent, or
who is or was serving at the Company's request as a director, officer, employee
or agent of another corporation or other organization, against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under law.
The Company maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the discharge of
their duties.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit
Numbers Exhibit
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included as
part of Exhibit 5.1)
24 Power of Attorney (included as part of the signature
page)
99 Amended and Restated Stock Option Plan is incorporated
by reference from Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1 (File Number
333-72693)
<PAGE>
Item 9. Undertakings.
(a) The undersigned 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; and
(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 subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the Company 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 that 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, each filing of the Company'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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Ardmore, Pennsylvania on this 23rd day of September, 1999.
DAVID'S BRIDAL, INC.
By: /s/ Robert D. Huth
--------------------------------------
Robert D. Huth
Title: Chief Executive Officer and President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by or on behalf of the following persons in the
capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints Robert
D. Huth and Edward S. Wozniak, and each such officer acting singly, his true and
lawful attorney-in-fact, in his name, place and stead to execute and cause to be
filed with the Securities and Exchange Commission any or all amendments to this
Registration Statement, with all exhibits and any and all documents required to
be filed with respect thereto, and to do and perform each and every act and
thing necessary to effectuate the same.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Robert D. Huth Chief Executive Officer and September 23, 1999
- ---------------------------------------------- President (principal executive
Robert D. Huth officer) and Director
/s/ Edward S. Wozniak Senior Vice President and Chief September 23, 1999
- ---------------------------------------------- Financial Officer (principal
Edward S. Wozniak financial and accounting officer)
/s/ Steven H. Erlbaum Chairman of the Board September 23, 1999
- ----------------------------------------------
Steven H. Erlbaum
/s/ Gary E. Erlbaum Director September 23, 1999
- ----------------------------------------------
Gary E. Erlbaum
/s/ Michael C. Erlbaum Director September 23, 1999
- ----------------------------------------------
Michael C. Erlbaum
/s/ Robert B. Calhoun, Jr. Director September 23, 1999
- ----------------------------------------------
Robert B. Calhoun, Jr.
/s/ Steven J. Sidewater Director September 23, 1999
- ----------------------------------------------
Steven J. Sidewater
/s/ Eugene P. Lynch Director September 23, 1999
- ----------------------------------------------
Eugene P. Lynch
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Numbers Exhibit
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included as
part of Exhibit 5.1)
24 Power of Attorney (included as part of the signature
page)
99 Amended and Restated Stock Option Plan is incorporated
by reference from Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1 (File Number
333-72693)
<PAGE>
EXHIBIT 5.1
September 23, 1999
David's Bridal, Inc.
44 West Lancaster Avenue, Suite 250
Ardmore, Pennsylvania 19003
Ladies and Gentlemen:
We have acted as counsel to David's Bridal, Inc., a Florida corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed pursuant to the Securities
Act of 1933, as amended (the "Act") and relating to 2,450,000 shares (the
"Shares") of the Company's Common Stock, $0.01 par value per share (the "Common
Stock"). The Shares covered by this Registration Statement will be issued
pursuant to the Company's Stock Option and Restricted Stock Plan (the "Plan").
We have examined the Registration Statement and such corporate records, statutes
and other documents as we have deemed relevant in rendering this opinion. As to
matters of fact, we have relied on representations of officers of the Company.
In our examination, we have assumed the genuineness of documents submitted to us
as originals and the conformity with originals of documents submitted to us as
copies thereof.
Based on the foregoing, it is our opinion that Shares originally issued by the
Company to participants in the Plan will be, when issued in accordance with the
terms of the Plan, validly issued, fully paid and nonassessable.
The opinion set forth above is limited to the Florida Business Corporation Act,
including interpretations thereof under relevant case law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
We consent to the incorporation by reference in this registration statement on
Form S-8 pertaining to the David's Bridal, Inc. Stock Option and Restricted
Stock Option Plan of our report dated February 10, 1999 (except for the items
discussed in Note 2 of our report, as to which the date is April 23, 1999)
appearing in the prospectus dated May 20, 1999 included in the registration
statement on Form S-1 (Registration No. 333-72693) of David's Bridal, Inc. filed
with the Securities and Exchange Commission and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
September 23, 1999
