<PAGE> 1
As filed with the Securities and Exchange Commission on January 24, 1996
Registration No. 33-33693
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
WILLIAMS-SONOMA, INC.
(Exact name of issuer as specified in its charter)
CALIFORNIA 94-2203880
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
3250 Van Ness Avenue, San Francisco, California 94109
(Address of Principal Executive Office) (Zip Code)
Williams-Sonoma Employee Profit Sharing and Stock Incentive Plan
(Full title of the Plan)
DENNIS CHANTLAND Copy to:
Executive Vice President, Chief RONALD M. LOEB, ESQ.
Administrative Officer and Acting Chief Irell & Manella
Financial Officer 1800 Avenue of the Stars
Williams-Sonoma, Inc. Suite 900
3250 Van Ness Avenue Los Angeles, CA 90067
San Francisco, California 94109 (310) 277-1010
(415) 421-7900
(Name, address including zip code and telephone
number, including area code, of registrant's agent
for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed Proposed
Amount to be Maximum Maximum
Title of Registered Offering Aggregate Amount of
Securities to be Registered (1) (1) Price Offering Price Registration
Per Share (2) Fee (2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interests in the Plan Indeterminate N/A N/A $100.00
===================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this registration statement covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Pursuant to Rule 457(h), the minimum registration fee is being paid for
the registration of an indeterminate amount of interests in the Plan.
<PAGE> 2
EARLIER REGISTRATION STATEMENT INCORPORATED BY REFERENCE. In 1990,
Williams-Sonoma, Inc., filed a registration statement on Form S-8,
registration number 33-33693, with respect to $1,400,000 of interests
in the Plan ("1990 Form S-8"). This Amendment No. 1 ("Amendment") to
the 1990 Form S-8 incorporates the 1990 Form S-8 by reference.
INFORMATION REQUIRED BY PART I OF FORM S-8. The document(s) updating
the information specified in Part I of Form S-8 will be sent or given
to participating employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this
Amendment pursuant to Item 3 of Part II of this registration statement,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
REQUIRED INFORMATION WHICH IS NOT INCLUDED IN THE 1990 FORM S-8. The
following information is required in this Amendment, but was not
included in the 1990 Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (d) below are incorporated by
reference in this Amendment.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 29, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended October 29, 1995;
(c) The Company's definitive Proxy Statement dated April 18, 1995,
with respect to its Annual Meeting of Stockholders held on May 24, 1995; and
(d) The description of the Company's Common Stock contained in
Registrant's Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on July 25, 1984, including any amendment or report filed
for the purpose of updating such description.
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part thereof 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 incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any 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> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Irell & Manella as to the legality of the
additional interests in the Plan being registered*
5.2 Internal Revenue Service Determination Letter that the
Plan is qualified under Section 401 of the Internal Revenue
Code ("IRS Determination Letter")
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Irell & Manella (included in Exhibit 5.1)
24 Power of Attorney (included on pages 5 and 6 of this
Registration Statement)
* to be filed by amendment.
ITEMS 9. UNDERTAKINGS.
(a) Rule 415 Offering. 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 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 (a)(1)(i) and (a)(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 by 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 of 1933, each such post-
effective amendment shall be deemed to be a new
-3-
<PAGE> 4
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) Filings incorporating subsequent Exchange Act documents by
reference. 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 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 herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Request for acceleration of effectiveness or filing of
registration statement on Form S-8. 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 of 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.
-4-
<PAGE> 5
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 Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Francisco, State of California, on the 5th day of January, 1996.
WILLIAMS-SONOMA, INC.
By: /s/ Dennis Chantland
--------------------
Dennis Chantland
Executive Vice President, Chief
Administrative Officer and Acting
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints W. Howard Lester, Patrick J.
Connolly and Dennis Chantland, or any of them, his attorneys-in-fact and agents,
each with full power of substitution for him and in his name, place and stead,
in any and all capacities, to sign any or all amendments to this Amendment, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
with this Amendment as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that any of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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/ W. Howard Lester Chairman of the Board and Chief January 5, 1996
- ------------------------ Executive Officer (principal
W. Howard Lester executive officer)
/s/ Dennis Chantland Executive Vice President, Chief January 5, 1996
- ------------------------ Administrative Officer and Acting
Dennis Chantland Chief Financial Officer (principal
financial and accounting officer)
/s/ Patrick J. Connolly Director and Senior Vice President January 5, 1996
- ------------------------
Patrick J. Connolly
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Gary G. Friedman Director and Executive Vice January 5, 1996
- ------------------------- President
Gary G. Friedman
/s/ Charles E. Williams Vice Chairman and Director January 5, 1996
- -------------------------
Charles E. Williams
- ------------------------- Director January , 1996
James M. Berry
- ------------------------- Director January , 1996
Nathan Bessin
- ------------------------- Director January , 1996
Millard S. Drexler
/s/ F. Warren Hellman Director January 18, 1996
- -------------------------
F. Warren Hellman
- ------------------------- Director January , 1996
James A. McMahan
- ------------------------- Director January , 1996
John E. Martin
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
5.1 Opinion of Irell & Manella as to the legality of the Obligations and of
the additional interests to be offered under the Plan*
5.2 IRS Determination Letter
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Irell & Manella (included in Exhibit 5.1)
24 Power of Attorney (included in page 5)
</TABLE>
*
to be filed by amendment.
<PAGE> 1
EXHIBIT 5.2
IRS DETERMINATION LETTER
<PAGE> 2
Exhibit 5.2
IRS Determination Letter
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA 91754
Employer Identification Number:
94-2203880
Date: April 13, 1993 File Folder Number:
940000129
Person to Contact:
VICKIE WALKER
WILLIAMS-SONOMA INC. Contact Telephone Number:
100 NORTH POINT STREET (213) 725-0905
SAN FRANCISCO, CA 94133 Plan Name:
WILLIAMS-SONOMA INC. EMPLOYEE
PROFIT SHARING AND STOCK INCENTIVE
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 3/2/93. The proposed amendments should be adopted
on or before the date prescribed by the regulations under Code section 401(b).
Your plan does not consider total compensation for purposes of figuring
benefits. In operation, the provision may discriminate in favor of employees who
are highly compensated. If this occurs, your plan will not remain qualified.
This determination letter is applicable for the plan adopted on 1/26/90.
This letter is based upon the certification and demonstrations you
submitted pursuant to Revenue Procedure 91-66. Therefore, the certification and
demonstrations are considered an integral part of this letter. Accordingly, YOU
MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD OR YOU WILL NOT BE
ABLE TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE 91-66.
The information on the enclosed addendum is an integral part of this
Letter 835 (DO/CG)
<PAGE> 3
-2-
WILLIAMS-SONOMA INC.
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Michael J. Quinn
---------------------------
Michael J. Quinn
District Director
Enclosures:
Publication 794
PWBA 515
Addendum
<PAGE> 4
-3-
WILLIAMS-SONOMA INC.
This plan does not provide for contributions on behalf of participants with less
than one thousand hours of service during the plan year and/or does not provide
for contributions on behalf of participants not employed on the last day of the
plan year. The provision(s) may, in operation, cause this plan to fail the
coverage requirements of IRC 410(b) and/or the participation requirements of IRC
401(a)(26). If this discrimination occurs, this plan will not remain qualified.
This plan also satisfies the requirements of Code section 401(k).
Effective January 1, 1993, all qualified plans, including this plan, must comply
with Code section 401(a)(31). In general, section 401(a)(31) requires plans to
permit participants to elect to have an eligible retirement distribution paid
directly to an eligible retirement plan in a direct rollover. This requirement
applies to distributions made on or after January 1, 1993. Because your
application was submitted before January 1, 1993, the Service did not review
this plan for compliance with section 401(a)(31). Accordingly, the scope of
this determination letter does not extend to the plan's compliance with section
401(a)(31), and this determination letter may not be relied upon with respect to
that issue. For more details, see Revenue Procedure 93-12, 1993-3 I.R.B.
This determination letter is also applicable for amendments adopted on 4/27/90,
12/12/90 and 3/10/92.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE
<PAGE> 2
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Amendment No. 1 to
Registration Statement No. 33-33693 of Williams-Sonoma, Inc., regarding the
Employee Profit Sharing and Stock Incentive Plan, on Form S-8, of our reports
dated March 24, 1995 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to the Company's change in its method of
accounting for income taxes effective February 1, 1993), appearing in and
incorporated by reference in the Annual Report on Form 10-K of Williams-Sonoma,
Inc. for the fiscal year ended January 29, 1995.
Deloitte & Touche LLP
San Francisco, California
January 24, 1996
