<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1998
Registration Statement No. 33-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Arden Group, Inc.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-3163136
-------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2020 South Central Avenue
Compton, California 90220
----------------------------------------- -----------------
(Address of Principal Executive Offices) (Zip Code)
Non-Officer and Non-Director Stock Option Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Bernard Briskin
Chairman, President and Chief Executive Officer
2020 South Central Avenue
Compton, California 90220
----------------------------------------------------
(Name and address of agent for service)
(310) 638-2842
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount
Title of Amount maximum maximum of
securities to to be offering aggregate registration
be registered registered (1) price per offering fee (1)(2)
unit (2) price (1)(2)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 35,000 $40.00 $1,400,000.00 $389.20
Stock, $.25 par
value
</TABLE>
(1) The number of shares of Class A Common Stock is the maximum number of
shares issuable upon the exercise of options which may be granted pursuant
to the Non-Officer and Non-Director Stock Option Plan (the "Plan"). This
Registration Statement also covers such indeterminable number of shares as
may become issuable as a result of anti-dilution provisions set forth in
the Plan.
(2) Calculated solely for the purpose of determining the registration fee and
based upon $40.00 per share of the Class A Common Stock, representing the
average of the high and low sale prices of the Class A Common Stock on
December 22, 1998 as reported by NASDAQ.
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to up to 35,000 shares of Class A
Common Stock, $.25 par value, of Arden Group, Inc., a Delaware corporation (the
"Registrant"), that may be issued upon the exercise of stock options that may be
granted under the Non-Officer and Non-Director Stock Option Plan of Registrant
(the "Plan"). The maximum number of shares issuable upon the exercise of
options granted under the Plan is subject to adjustment as a result of certain
anti-dilution provisions in the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 3, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended April 4, 1998, July 4, 1998 and October 3, 1998;
(c) The Registrant's (i) Form 8-K with date of earliest event reported
being April 23, 1998, and (ii) Form 8-K with date of earliest event reported
being June 17, 1998; and
(d) The description of the Class A Common Stock set forth on pages 9
through 14 of the Registrant's Proxy Statement with respect to a Special Meeting
of Stockholders held March 31, 1987.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. 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 which also 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.
-2-
<PAGE>
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)(7) of the Delaware General Corporation Law (the "DGCL"),
provides that a corporation in its certificate of incorporation may eliminate or
limit the personal liability of a director for violations of the director's
fiduciary duty, except (i) for any breach of the director's fiduciary duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper personal benefit.
Section 145 of the DGCL provides that a corporation may indemnify any
person, including directors and officers, who are, or are threatened to be made,
parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgment, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such actions, suit or proceeding, provided such director,
officer, employee or agent acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal actions or proceedings, had no reasonable
cause to believe that his or her conduct was unlawful. A Delaware corporation
may indemnify directors and/or officers in an action or suit by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the director or officer is adjudged to be
liable to the corporation. Where a director or officer is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such director
or officer actually and reasonably incurred.
The Registrant's Restated Certificate of Incorporation provides that
Registrant shall, to the full extent permitted by
-3-
<PAGE>
Section 145 of the DGCL, indemnify all persons whom Registrant may indemnify
pursuant to said Section 145. Registrant also is authorized to provide for
the indemnification of agents, including directors and officers, for breach
of their duty to Registrant and its stockholders in excess of the
indemnification otherwise expressly provided for by the DGCL. The Restated
Certificate of Incorporation further provides for the elimination of
directors' personal liability to Registrant and its stockholders to the
fullest extent permitted under the DGCL (and as the same may be amended to
further eliminate or limit a director's personal liability). Furthermore, if
Registrant is found to be subject to the laws of any other state, the
personal liability as Registrant's directors is to be eliminated to the
fullest extent permissible under such state's laws.
Provisions in the Amended and Restated Bylaws of the Company require
(a) indemnification of directors and officers to the maximum extent permitted by
the DGCL (as in effect on the date of the adoption thereof or as thereafter
amended) and (b) Registrant to use its best efforts to purchase and maintain
liability insurance (and pay the premiums therefor) for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Registrant.
The Registrant has entered into agreements to provide indemnification for
its directors and certain officers. These agreements, among other things,
indemnify such parties to the fullest extent permitted by Delaware law and the
Amended and Restated Bylaws of the Company for certain expenses (including
attorneys' fees), and all losses, claims, liabilities, judgments, fines and
penalties (other than those for which indemnification is not permitted under
applicable law) and settlement amounts incurred by such persons arising out of
or in connection with such persons' service as directors or officers of the
Registrant or an affiliate of the Registrant. Each agreement also requires the
Company to obtain and maintain directors' and officers' liability insurance
under which the individual party thereto is a named insured unless the Board of
Directors determines that such insurance is not reasonably available, the
premium costs are disproportionate to the amount of coverage provided or the
coverage is limited by exclusions so as to provide an insufficient benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A
Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, independent
-4-
<PAGE>
auditors.
23.2 Consent of Sanders, Barnet, Goldman, Simons & Mosk, A
Professional Corporation is contained in Exhibit 5.1.
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 of 1933;
(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;
(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) shall 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
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(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 undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to securities offered therein, and the offering of such
-5-
<PAGE>
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 of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
-6-
<PAGE>
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 Los Angeles, State of California, on December
29, 1998.
ARDEN GROUP, INC.
By: /s/BERNARD BRISKIN
-----------------------------
Bernard Briskin, Chairman
of the Board, President and
Chief Executive 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ BERNARD BRISKIN Chairman of the December 29, 1998
- ---------------------- Board, President
Bernard Briskin and Chief Executive
Officer
/s/ JOHN G. DANHAKL Director December 29, 1998
- ----------------------
John G. Danhakl
/s/ ROBERT A.DAVIDOW Director December 29, 1998
- ----------------------
Robert A. Davidow
/s/ STUART A. KRIEGER Director December 29, 1998
- ----------------------
Stuart A. Krieger
/s/ DANIEL LEMBARK Director December 29, 1998
- ----------------------
Daniel Lembark
/s/ BEN WINTERS Director December 29, 1998
- ----------------------
Ben Winters
/s/ ERNEST T. KLINGER Vice President December 29, 1998
- ---------------------- Finance and
Ernest T. Klinger Administration and
Chief Financial
Officer (Principal
Financial and
Accounting Officer)
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
Number Exhibit
- ------ -------
5.1 Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A
Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2 Consent of Sanders, Barnet, Goldman, Simons & Mosk, A
Professional Corporation is contained in Exhibit 5.1.
-8-
<PAGE>
[LETTERHEAD]
December 28, 1998
Arden Group, Inc.
2020 South Central Avenue
Compton, California 90220
Gentlemen:
This firm has acted as counsel for Arden Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
under the Securities Act of 1933, as amended, of 35,000 shares of the Class A
Common Stock, $.25 par value per share, of the Company (the "Class A Common
Stock") to be issued to certain persons upon the exercise of options granted
pursuant to the Non-Officer and Non-Director Stock Option Plan of the Company
(the "Plan").
We have examined the proceedings heretofore taken by the Company with
respect to the adoption of the Plan. It is our opinion that the shares of the
Class A Common Stock to be issued upon the exercise of options granted pursuant
to the Plan will, when issued in accordance with the terms thereof, be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8.
Respectfully submitted,
SANDERS, BARNET, GOLDMAN, SIMONS & MOSK,
A PROFESSIONAL CORPORATION
By: /s/ Deborah L. Gunny
----------------------------------------
Deborah L. Gunny
EXHIBIT 5.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Arden Group, Inc. on Form S-8 of our report dated March 13, 1998, on our audits
of the consolidated financial statements of Arden Group, Inc. as of January
3, 1998 and December 28, 1996, and for each of the three fiscal years in the
period ended January 3, 1998, which report is included in the Company's
Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
-------------------------------
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
December 23, 1998
