<PAGE> 1
As filed with the Securities and Exchange Commission on March 19, 1998
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
WILLIAMS-SONOMA, INC.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation or Organization)
94-2203880
(I.R.S. Employer Identification No.)
100 NORTH POINT STREET, SAN FRANCISCO, CALIFORNIA 94133
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAMS-SONOMA, INC.
100 NORTH POINT STREET
SAN FRANCISCO, CALIFORNIA 94133
(Name and Address of Agent For Service)
(415) 421-7900
Telephone Number, Including Area Code, of Agent For Service.
Copy to:
JOAN L. LESSER, ESQ.
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS, SUITE 900
LOS ANGELES, CALIFORNIA 90067
(310) 277-1010
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Maximum Proposed Maximum Amount Of
Title Of Securities Amount To Be Offering Price Per Aggregate Registration
To Be Registered Registered Share(1) Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 500,000 $61.00 $30,500,000 $9,243
=================================================================================================================
</TABLE>
(1) The offering price, computed pursuant to Rule 457(h) and Rule 457(c), is
the average of the high and low prices at March 16, 1998.
<PAGE> 2
PART I
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 the 1998 S-8 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.
EARLIER REGISTRATION STATEMENT INCORPORATED BY REFERENCE. On July 6, 1993,
Williams-Sonoma, Inc. filed a Registration Statement on Form S-8 (File No.
33-65656) with respect to the Amended and Restated 1993 Stock Option Plan, which
is incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (g) below are incorporated by
reference in this Registration Statement. In addition, all documents
subsequently filed by Registrant 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 hereof from the date of filing of such documents:
(a) The Company's Annual Report on Form 10-K for the year ended February
2, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the three-month
period ended May 4, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the three-month
period ended August 3, 1997;
(d) The Company's Quarterly Report on Form 10-Q for the three-month
period ended November 2, 1997;
(e) The Company's definitive Proxy Statement dated April 22, 1997, with
respect to its Annual Meeting of Stockholders held on May 28, 1997;
and
(f) 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.
Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference 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 pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act which also is incorporated or
deemed to be incorporated herein by reference modifies or supersedes such prior
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
-1-
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 309 (c) of the California General Corporations Code (the "CCL")
permits a provision in the articles of incorporation eliminating or limiting,
with certain exceptions, the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director. On June 20, 1995, Article V of the Company's Articles of Incorporation
was amended to eliminate the liability of the directors of the Company for
monetary damages to the fullest extent permissible under California law.
Section 317 of the CCL provides for the indemnification of directors,
officers and "agents" (as defined in Section 317 (a) of the CCL) under certain
circumstances. Section 7.06 of the Company's Restated and Amended Bylaws
("Bylaws") grants the Company the power to indemnify its directors, officers and
"agents" under certain circumstances, to the extent permitted by California law,
against certain expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of their positions as directors, officers or "agents." Pursuant to
California law and the Bylaws, the Company is required to indemnify directors,
officers and "agents" against expenses actually and reasonably incurred to the
extent that such party is successful on the merits in defense of certain
proceedings.
Section 317 (i) of the CCL also provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any agent of the
corporation against any liabilities asserted against or incurred by the agent in
such capacity. The Company maintains a director's and officer's liability
insurance policy insuring the Company's directors and officers against certain
liabilities and expenses incurred by them in their capacities as such, and
insuring the Company under certain circumstances in the event that
indemnification payments are made by the Company to such directors and officers.
Section 204(a)(11) of the CCL provides for the indemnification, subject to
certain limitations, of directors, officers and "agents" for breach of their
duty to a corporation and its shareholders in excess of that expressly permitted
by Section 317 of the CCL. On December 6, 1988, the Company's Restated Articles
of Incorporation were amended, implementing Section 204(a)(11) of the CCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4 Williams-Sonoma, Inc. Amended and Restated 1993 Stock Option Plan
5 Opinion of Irell & Manella LLP
23.1 Independent Auditors' Consent
23.2 Consent of Irell & Manella LLP (included in Exhibit 5)
24 Powers of Attorney (included on signature page of this Registration
Statement)
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:
(a) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(b) 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;
-2-
<PAGE> 4
(c) 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) 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, 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.
b. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
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 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 Registrant pursuant to the foregoing
provisions or otherwise, 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 Registrant of expenses incurred or paid by a director,
officer or controlling person of 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, 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 Securities Act and will be governed by the final
adjudication of such issue.
-3-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Registration Statement on Form S-8 and
has duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on March 18, 1998.
WILLIAMS-SONOMA, INC.
By: /s/ Dennis Chantland
-----------------------------------
Dennis Chantland
Executive Vice President, Chief
Administrative Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Dennis A. Chantland, his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including without limitation post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, lawfully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, 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, 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 Director and Chairman of the Board and March 18, 1998
- ----------------------------------- Chief Executive Officer (principal
W. Howard Lester executive officer)
/s/ Charles E. Williams Director and Vice Chairman of the Board March 18, 1998
- -----------------------------------
Charles E. Williams
/s/ Dennis A. Chantland Executive Vice President and Chief March 18, 1998
- ----------------------------------- Administrative Officer and Secretary
Dennis A. Chantland (principal financial and accounting
officer)
/s/ Patrick J. Connolly Director and Executive Vice President March 18, 1998
- ----------------------------------- and General Manager, Catalog Division
Patrick J. Connolly
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gary Friedman Director and Chief Merchandising Officer March 18, 1998
- ----------------------------------- and President, Retail Division
Gary Friedman
Director March __, 1998
- -----------------------------------
Adrian Bellamy
/s/ James M. Berry Director March 18, 1998
- -----------------------------------
James M. Berry
/s/ Nathan Bessin Director March 17, 1998
- -----------------------------------
Nathan Bessin
- ----------------------------------- Director March __, 1998
Millard S. Drexler
- ----------------------------------- Director March __, 1998
James A. McMahan
/s/ John E. Martin Director March 18, 1998
- -----------------------------------
John E. Martin
- ----------------------------------- Director March __, 1998
Janet L. Emerson
</TABLE>
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4 Williams-Sonoma, Inc. Amended and Restated 1993 Stock Option Plan
5 Opinion of Irell & Manella LLP
23.1 Independent Auditors' Consent
23.2 Consent of Irell & Manella LLP (included in Exhibit 5)
24 Powers of Attorney (included on signature page of this Registration
Statement)
<PAGE> 1
EXHIBIT 4
WILLIAMS-SONOMA, INC.
Amended and Restated 1993 Stock Option Plan
1. Purpose.
The purpose of this Amended and Restated 1993 Stock Option Plan (the
"PLAN") of WILLIAMS-SONOMA, INC., a California corporation (the "COMPANY"), is
to secure for the Company and its shareholders the benefits arising from stock
ownership by selected key employees and directors of the Company or any of its
Affiliates (as defined below). The Plan will provide a means whereby such
employees and directors may purchase shares of the common stock of the Company
(or any class of stock into which such common stock is converted or reclassified
as provided in Section ) (the "COMMON STOCK") pursuant to (i) options which will
qualify as "INCENTIVE STOCK OPTIONS" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "CODE"), and (ii) "non-incentive" or
"nonqualified" stock options ("NONQUALIFIED STOCK OPTIONS").
2. Administration.
The Plan shall be administered by a committee (the "COMMITTEE") appointed
by the Board of Directors of the Company consisting of two or more directors of
the Company, all of whom shall be (i) "non-employee directors" within the
meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended, and (ii) "outside directors" within the meaning of Section 162(m) of
the Code. Any action of the Committee with respect to administration of the Plan
shall be taken by a majority vote or unanimous written consent of its members.
Subject to the provisions of the Plan, the Committee shall have the
authority (i) to construe and interpret the Plan, (ii) to define the terms used
herein, (iii) to prescribe, amend and rescind rules and regulations relating to
the Plan, (iv) to determine the individuals to whom and the time or times at
which options shall be granted, whether such options will be incentive stock
options or non-qualified stock options, the number of shares to be subject to
each option, the option price, the number of installments, if any, in which each
option may be exercised, and the duration of each option, (v) to approve and
determine the duration of leaves of absence which may be granted to participants
without constituting a termination of their employment for the purposes of the
Plan, (vi) to amend the terms of any outstanding option, with consent of the
option holder, and (vii) to make all other determinations necessary or advisable
for the administration of the Plan. All determinations and interpretations made
by the Committee shall be binding and conclusive on all participants in the Plan
and their legal representatives and beneficiaries.
3. Shares Subject to the Plan.
Subject to adjustment as provided in Section , the shares to be offered
under the Plan shall consist of the Company's authorized but unissued Common
Stock, and the aggregate amount of such stock which may be issued upon exercise
of all options under the Plan shall not exceed Two Million Seven Hundred Fifty
Thousand (2,750,000) shares; provided, however, that no officer (within the
meaning of Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as
amended) shall be granted in any fiscal year options to purchase more than
200,000 shares of Common Stock. If any option granted under the Plan shall
expire or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall again be available for options to be
granted under the Plan.
4. Eligibility and Participation.
All key employees and directors of the Company or any Affiliate shall be
eligible for selection to participate in the Plan. An "AFFILIATE" shall mean any
parent or subsidiary of the Company as defined in Section 424(e) and (f) of the
Code. An individual who has been granted an option may, if such individual is
otherwise eligible, be granted an additional option or options if the Committee
shall so determine, subject to the other provisions of the Plan. No incentive
stock option may be granted to any person who, at the time the incentive stock
option is granted, is not an employee of the Company. Nonqualified stock options
may be granted to persons who have agreed in writing to become officers or key
employees of the Company or any Affiliate at the time of the grant and who
become officers or key employees of the Company or any Affiliate within 120 days
thereafter. Spouses to whom a nonqualified stock option is transferred pursuant
to a qualified domestic relations order pursuant to Section shall also be
eligible to participate in the Plan with regard to such option, but only to the
extent the original option
Exhibit 4-1
<PAGE> 2
holder would have been able to participate had such original option holder
continued to hold the option, and to the extent permitted by the Committee or by
the terms of the option agreement.
The aggregate fair market value (determined at the time the option is
granted) of the stock with respect to which incentive stock options (whenever
granted) are exercisable for the first time by an option holder during any
calendar year (under all incentive stock option plans of the Company and its
Affiliates) shall not exceed $100,000.
All incentive stock options granted under the Plan shall be granted
within ten years from the original date of adoption of this Plan.
5. Awards to Directors.
Any person who is or becomes a director and who is not an employee of the
Company is referred to herein as an "ELIGIBLE DIRECTOR." During the term of the
Plan, each Eligible Director who becomes for the first time a director of the
Company on or after the 1993 Annual Meeting of Shareholders shall automatically
be granted, on the date he or she first becomes a director, a nonqualified stock
option to purchase 6,750 shares of Common Stock. During the term of the Plan,
each Eligible Director shall also be granted a nonqualified stock option to
purchase 5,250 shares of Common Stock on the date of each annual meeting of the
Company's shareholders at which such Eligible Director is re-elected to continue
to serve on the Company's Board of Directors.
The purchase price under each nonqualified stock option granted to
Eligible Directors shall be equal to the fair market value of the stock subject
to the option on the date the option is granted. Options initially granted to
Eligible Directors upon their joining the Board of Directors shall vest and
become exercisable in three equal installments on each anniversary of the grant
date. Options granted annually to Eligible Directors upon their re-election to
the Board of Directors shall vest and become exercisable in one installment six
months after the date of grant. All options granted to Eligible Directors shall
expire ten (10) years from the date of grant.
The Committee may at any time amend or revise the provisions of this
Section but not more than once every six months unless required to comply with
changes in the Code or the Employee Retirement Income Security Act ("ERISA"), or
the rules promulgated under the Code or ERISA.
6. Duration of Options.
Subject to Sections and , each option and all rights associated therewith
shall expire on such date as the Committee may determine, and shall be subject
to earlier termination as provided herein; provided, however, that all stock
options shall expire within ten (10) years from the date on which such options
are granted.
7. Purchase Price.
Subject to Sections and , the purchase price of the stock covered by each
option shall be determined by the Committee but shall not be less than one
hundred percent (100%) of the fair market value of such stock (as determined
under Section ) on the date of grant. The purchase price of the shares upon
exercise of an option shall be paid in full at the time of exercise (i) in cash
or by check payable to the order of the Company, (ii) by delivery of shares of
Common Stock of the Company already owned by, and in the possession of the
option holder, or (iii) if authorized by the Committee or if specified in the
option being exercised, (x) by a promissory note made by option holder in favor
of the Company, upon the terms and conditions determined by the Committee
including, to the extent the Committee determines appropriate, a security
interest in the shares issuable upon exercise or other property, or (y) through
a "cashless exercise," in either case complying with applicable law (including,
without limitation, state and federal margin requirements), or any combination
thereof. Shares of Common Stock used to satisfy the exercise price of an option
shall be valued at their fair market value determined (in accordance with
Section ) on the date of exercise (or if such date is not a business day, as of
the close of the business day immediately preceding such date).
8. Exercise of Options.
In no event shall any option be exercisable earlier than six months after
the date of grant except in the case of the death or disability of the option
holder, in which case such option may be exercisable in accordance with Section
. Subject to Section , each option granted under this Plan may be exercisable in
full upon the expiration of such six month period or in such installments during
the period prior to its expiration date as the Committee shall determine.
Furthermore, unless otherwise determined by the Committee, if the option holder
shall not in any given installment period purchase all of the shares which the
option holder is entitled to purchase in such
Exhibit 4-2
<PAGE> 3
installment period, then the option holder's right to purchase any shares
not purchased in such installment period shall continue until the expiration
date or sooner termination of the option holder's option. No option may be
exercised for a fraction of a share and no partial exercise of any option may be
for less than (i) one hundred (100) shares or (ii) the total number of shares
then eligible for exercise, if less than one hundred (100) shares.
9. Fair Market Value of Common Stock.
The fair market value of a share of Common Stock of the Company shall be
determined for purposes of the Plan by reference to the closing price on the
principal stock exchange on which such shares are then listed or, if such shares
are not then listed on a stock exchange, by reference to the closing price (if
approved for quotation on the NASDAQ National Market System) or the mean between
the bid and asked price (if other over-the-counter issue) of a share as supplied
by the National Association of Securities Dealers, Inc. through NASDAQ (or its
successor in function), in each case as reported by The Wall Street Journal, for
the business day immediately preceding the date on which the option is granted
(which, for all purposes, shall be the date on which the Committee makes the
determination granting the option) or exercised (or, if for any reason no such
price is available, in such other manner as the Committee may deem appropriate
to reflect the then fair market value thereof).
10. Withholding Tax.
Upon (i) the disposition by an employee or other person of shares of
Common Stock acquired pursuant to the exercise of an incentive stock option
granted pursuant to the Plan within two years of the granting of the incentive
stock option or within one year after exercise of the incentive stock option or
(ii) the exercise of non-qualified stock options, the Company shall have the
right to require such employee or such other person to pay the Company the
amount of any taxes which the Company may be required to withhold with respect
to such shares.
11. Nontransferability.
An incentive stock option granted under the Plan shall, by its terms, be
non-transferable by the option holder, either voluntarily or by operation of
law, otherwise than by will or the laws of descent and distribution, and shall
be exercisable during the option holder's lifetime only by the option holder,
regardless of any community property interest therein of the spouse of the
option holder, or such spouses's successors in interest. If the spouse of the
option holder shall have acquired a community property interest in such option,
the option holder, or the option holder's permitted successors in interest, may
exercise the option on behalf of the spouse of the option holder or such
spouse's successors in interest.
A non-qualified stock option granted under the Plan shall, by its terms,
be non-transferable by the option holder, either voluntarily or by operation of
law, otherwise than by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of
ERISA, or the rules thereunder, and shall be exercisable during the option
holder's lifetime only by the option holder or, to the extent permitted by the
Committee or by the terms of the option agreement, the spouse of the option
holder who obtained the option pursuant to such a qualified domestic relations
order described herein or pursuant to Section .
12. Shares to be Issued in Compliance with Federal Securities Laws and
Exchange Rules.
At the discretion of the Committee, any option may provide that the
option holder (and any transferee), by accepting such option, represents and
agrees that none of the shares purchased upon exercise of the option will be
acquired with a view to any sale, transfer or distribution of said shares in
violation of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and
the rules and regulations promulgated thereunder, or any applicable state "blue
sky" laws, and the person entitled to exercise the same shall furnish evidence
satisfactory to the Company (including a written and signed representation) to
that effect in form and substance satisfactory to the Company, including an
indemnification of the Company in the event of any violation of the Securities
Act or state blue sky laws by such person. The Company shall use its reasonable
efforts to take all necessary and appropriate action to assure that the shares
issuable upon the exercise of any option shall be issued in full compliance with
the Securities Act, state blue sky laws and all applicable licensing
requirements of any principal securities exchange on which shares of the same
class are listed.
13. Termination of Employment.
If a holder of an incentive stock option ceases to be employed by the
Company or any of its Affiliates for any reason other than the option holder's
death or permanent disability (within the meaning of Section 22(e)(3)
Exhibit 4-3
<PAGE> 4
of the Code), the option holder's incentive stock option shall be exercisable
for a period of three (3) months after the date the option holder ceases to be
an employee of the Company or such Affiliate (unless by its terms it sooner
expires) to the extent exercisable on the date of such cessation of employment
and shall thereafter expire and be void and of no further force or effect. A
leave of absence approved in writing by the Committee shall not be deemed a
termination of employment for the purposes of this Section , but no option may
be exercised during any such leave of absence, except during the first three (3)
months thereof. Termination of employment or other relationship with the Company
by the holder of a nonqualified stock option will have the effect specified in
the individual option agreement, as determined by the Committee. Any option
transferred pursuant to a qualified domestic relations order pursuant to Section
shall continue to be subject to the provisions governing the grant to the
original grantee, including without limitation, the provisions governing
exercisability, vesting and termination (which shall be determined by reference
to the employment status of the original grantee), unless the option agreement
or the Committee provides otherwise.
14. Death or Permanent Disability of Option Holder.
If the holder of an incentive stock option dies or becomes permanently
disabled (within the meaning of Section 22(e)(3) of the Code) while the option
holder is employed by the Company or any of its Affiliates, the option holder's
option shall be exercisable for a period of one (1) year after the date of such
death or permanent disability (unless by its terms it sooner expires) to the
extent exercisable on the date of death or permanent disability and shall
thereafter expire and be void and of no further force or effect. During such
period after death, such incentive stock option may, to the extent that it
remained unexercised (but exercisable by the option holder according to such
option's terms) on the date of such death, be exercised by the person or persons
to whom the option holder's rights under the option shall pass by the option
holder's will or by the laws of descent and distribution. The death or
disability of a holder of a nonqualified stock option will have the effect
specified in the individual option agreement, as determined by the Committee.
15. Privileges of Stock Ownership.
No person entitled to exercise any option granted under the Plan shall
have any of the rights or privileges of a shareholder of the Company in respect
of any shares of stock issuable upon exercise of such option until certificates
representing such shares shall have been issued and delivered. No shares shall
be issued and delivered upon the exercise of any option unless and until there
shall have been full compliance with all applicable requirements of the
Securities Act (whether by registration or satisfaction of exemption
conditions), all applicable listing requirements of any national securities
exchange on which shares of the same class are then listed and any other
requirements of law or of any regulatory bodies having jurisdiction over such
issuance and delivery.
16. Special Terms Applicable to Significant Shareholders.
Notwithstanding any other provision of this Plan, each incentive stock
option granted to a person possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company (or an Affiliate,
as applicable) shall (i) have an exercise price of not less than one hundred and
ten percent (110%) of the fair market value of the stock covered by the option
(as determined under Section ) on the date of grant and (ii) expire not later
than five (5) years from the date of grant.
17. Adjustments.
If the outstanding shares of the Common Stock of the Company (or any
other class of shares or securities which shall have become eligible for grant
under the Plan pursuant to this sentence) are increased or decreased or changed
into or exchanged for a different number or kind of shares or securities of the
Company through reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar transaction, an
appropriate and proportionate adjustment shall be made in the maximum number and
kind of shares as to which options may be granted under this Plan. A
corresponding adjustment changing the number or kind of shares allocated to
unexercised options or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in the outstanding
options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the option but with a corresponding adjustment in
the price for each share or other unit of any security covered by the option.
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all the property or more than eighty percent
(80%) of the then outstanding stock of the Company to another corporation, the
Plan shall terminate, and all options theretofore granted hereunder shall
terminate; provided, however, that notwithstanding the foregoing, the Committee
shall provide in writing in
Exhibit 4-4
<PAGE> 5
connection with such transaction for any or all of the following alternatives
(separately or in combinations): (i) for the options theretofore granted to
become immediately exercisable notwithstanding the provisions of Section ; (ii)
for the assumption by the successor corporation of the options theretofore
granted or the substitution by such corporation for such options and rights of
new options and rights covering the stock of the successor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of shares and prices; (iii) for the continuance of the Plan by such
successor corporation in which event the Plan and the options theretofore
granted shall continue in the manner and under the terms so provided; or (iv)
for the payment in cash or stock in lieu of and in complete satisfaction of such
options.
Adjustments under this Section shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under the Plan on any such adjustment.
18. Amendment and Termination of Plan.
The Committee may at any time suspend or terminate the Plan. The
Committee may also at any time amend or revise the terms of the Plan, provided
that no such amendment or revision shall, unless appropriate shareholder
approval of such amendment or revision is obtained, increase the maximum number
of shares in the aggregate which may be sold pursuant to options granted under
the Plan, except as permitted under the provisions of Section , or change the
minimum purchase price of incentive stock options set forth in Sections and , or
increase the maximum term of incentive stock options provided for in Sections
and , or permit the granting of options to anyone other than as provided in
Sections or , or otherwise materially increase the benefits accruing to
employees under the Plan.
Notwithstanding the foregoing, no amendment, suspension or termination of
the Plan shall, without specific action of the Committee and the consent of the
option holder, in any way modify, amend, alter or impair any rights or
obligations under any option theretofore granted under the Plan.
19. Effective Date of Plan.
The Plan, as hereby amended, shall be submitted for approval by the
holders of the outstanding voting stock of the Company within twelve (12) months
from the date the amendments are adopted by the Board of Directors.
CERTIFICATION BY SECRETARY
The undersigned certifies that (i) he is the duly elected, qualified and
acting Secretary of Williams-Sonoma, Inc., a California corporation, and (ii)
the foregoing is a true and correct copy of the Amended and Restated 1993 Stock
Option Plan adopted by the Board of Directors by Unanimous Written Consent dated
as of April 21, 1997 and by the shareholders at the Annual Meeting of
Shareholders held on May 28, 1997.
/s/ Dennis A. Chantland
----------------------------------------
Dennis A. Chantland, Secretary
Approved and adopted by
the Board of Directors
on March 17, 1993
Shareholder approval
received on May 26, 1993
Amended and restated by
the Board of Directors on
April 21, 1997
Shareholder approval of
amendment and restatement
received on May 28, 1997
Exhibit 4-5
<PAGE> 1
EXHIBIT 5
March 17, 1998
Williams-Sonoma, Inc.
100 North Point Street
San Francisco, California 94133
Re: Amended and Restated 1993 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Williams-Sonoma, Inc., a California
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission with respect to the registration of an additional 500,000 shares of
common stock, $.01 par value, of the Company (the "Shares") issuable under its
Amended and Restated 1993 Stock Option Plan (the "Plan").
As such counsel, we have examined such records, documents, certificates
and other instruments as in our judgment are necessary or appropriate in order
to enable us to render this opinion. Based on the foregoing and our examination
of such questions of law as we deem necessary, we are of the opinion that the
Shares will, when issued in accordance with the Plan, be validly issued, fully
paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. Except as set forth in this paragraph, this opinion is furnished
solely for your benefit and may not be relied upon by, nor copies delivered to,
any other person or entity without our prior written consent.
Sincerely,
/s/ Irell & Manella LLP
Irell & Manella LLP
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Williams-Sonoma, Inc. on Form S-8 of our report dated
March 26, 1997, appearing in the Annual Report on Form 10-K of
Williams-Sonoma, Inc. for the fiscal year ended February 2, 1997.
/s/ Deloitte & Touche LLP
San Francisco, California
March 18, 1998
