<PAGE>
As Filed With The Securities And Exchange Commission On June 7, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------
Central Garden Distribution Inc.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Delaware 94-3356465
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3697 Mt. Diablo Blvd.
Lafayette, California 94549
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
----------------
Registrant's telephone number, including area code:
(925) 283-4573
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
(Title of Class)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
Item 1. Business.
The information required by this item is contained under the sections
"Summary," "Business" and "Management's Discussion and Analysis of Results of
Operations and Financial Condition" of the Information Statement filed as an
exhibit hereto, subject to completion, dated June 7, 2000 (the "Information
Statement") and such sections are incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections
"Summary," "Selected Financial Data" and "Management's Discussion and Analysis
of Results of Operations and Financial Condition" of the Information Statement
and such sections are incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section
"Business" of the Information Statement and such sections are incorporated
herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the sections
"Security Ownership By Certain Beneficial Owners, Directors and Executive
Officers of Garden Distribution" of the Information Statement and such sections
are incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the sections
"Management" and "Liability and Indemnification of Officers and Directors of
Garden Distribution" of the Information Statement and such sections are
incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained under the section
"Management" of the Information Statement and such sections are incorporated
herein by reference.
Item 7. Certain Relationships and Related Transactions.
The information required by this item is contained under the sections
"Summary," "The Spin-Off" and "Arrangements Between Central and Garden
Distribution Relating to the Spin-Off" of the Information Statement and such
sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required by this item is contained under the section
"Business" of the Information Statement and such sections are incorporated
herein by reference.
Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
The information required by this item is contained under the sections
"Summary," "The Spin-Off" and "Dividend Policy" of the Information Statement
and such sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
Central Garden Distribution Inc. ("Garden Distribution") was incorporated
under the laws of the State of Delaware on March 15, 2000. Garden Distribution
issued 100 shares of its common stock, par value $0.01, to Central Garden & Pet
Company, a Delaware corporation ("Central"), as of June 6, 2000 in
consideration of
2
<PAGE>
Central's capital contribution of $100. Such issuance was exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof because such issuance did not involve any public offering of
securities.
Item 11. Description of Registrant's Securities to be Registered.
The information required by this item is contained under the section
"Description of Capital Stock" of the Information Statement and such sections
are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the sections
"Liability and Indemnification of Officers and Directors of Garden
Distribution" of the Information Statement and such sections are incorporated
herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the sections
"Summary," "Selected Financial Data," "Management's Discussion and Analysis of
Results of Operations and Financial Condition" and "Index to Consolidated
Financial Statements" of the Information Statement and such sections are
incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) Financial Statements:
The information required by this item is contained in the "Index to
Consolidated Financial Statements" on page F-1 of the Information Statement and
such information is incorporated herein by reference.
(b) Exhibits:
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
2.1 Form of Separation and Distribution Agreement between Central
Garden & Pet Company and Central Garden Distribution Inc.*
3.1 Certificate of Incorporation of Central Garden Distribution Inc.
3.2 Bylaws of Central Garden Distribution Inc.
4.1 Specimen Common Stock certificate.*
10.1 Form of Transition Services Agreement between Central Garden & Pet
Company and Central Garden Distribution Inc.*
10.2 Form of Benefits Sharing Agreement between Central Garden & Pet
Company and Central Garden Distribution Inc.*
10.3 Form of Tax Sharing and Indemnification Agreement between Central
Garden & Pet Company and Central Garden Distribution Inc. and
certain of its subsidiaries.*
10.4 Credit Agreement dated , 2000 among Central Garden &
Pet Company and [Bank], as Agents, to be assigned to and assumed
by Central Garden Distribution Inc. upon the effectiveness of the
Spin-Off.*
10.5 2000 Stock Plan.*
21 Subsidiaries of Central Garden Distribution Inc.
27 Selected Financial Data Schedule.
99.1 Information Statement, subject to completion dated June 7, 2000.
99.2 Chairman's Letter to Stockholders of Central Garden & Pet Company.
</TABLE>
--------
*To be filed by amendment.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Central Garden Distribution Inc.
/s/ William E. Brown
By: _________________________________
William E. Brown
Interim Chief Executive
Officer
June 7, 2000
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S> <C>
2.1 Form of Separation and Distribution Agreement between Central
Garden & Pet Company and Central Garden Distribution Inc.*...
3.1 Certificate of Incorporation of Central Garden Distribution
Inc. ........................................................
3.2 Bylaws of Central Garden Distribution Inc. ..................
4.1 Specimen Common Stock certificate.*..........................
10.1 Form of Transition Services Agreement between Central Garden
& Pet Company and Central Garden Distribution Inc.*..........
10.2 Form of Benefits Sharing Agreement between Central Garden &
Pet Company and Central Garden Distribution Inc.*............
10.3 Form of Tax Sharing and Indemnification Agreement between
Central Garden & Pet Company and Central Garden Distribution
Inc. and certain of its subsidiaries.*.......................
10.4 Credit Agreement dated , 2000 among Central
Garden & Pet Company and [Bank], as Agents, to be assigned to
and assumed by Central Garden Distribution Inc. upon the
effectiveness of the Spin-Off.*..............................
10.5 2000 Stock Plan.*............................................
21 Subsidiaries of Central Garden Distribution Inc. ............
27 Selected Financial Data Schedule.............................
99.1 Information Statement, subject to completion dated June 7,
2000.........................................................
99.2 Chairman's Letter to Stockholders of Central Garden & Pet
Company......................................................
</TABLE>
--------
* To be filed by amendment.
