<PAGE> 1
As filed with the Securities and Exchange Commission on ______, 2000
Registration No. ___-____
===============================================================================
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.)
3250 VAN NESS AVENUE, SAN FRANCISCO, CALIFORNIA 94109
(Address of Principal Executive Offices) (Zip Code)
WILLIAMS-SONOMA, INC. 2000 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
John W. Tate Copy to:
Senior Vice President and Richard Wirthlin, Esq.
Chief Financial Officer Irell & Manella LLP
Williams-Sonoma, Inc. 1800 Avenue of the Stars, Suite 900
3250 Van Ness Avenue Los Angeles, California 90067
San Francisco, California 94109 (310) 277-1010
(415) 421-7900
(Name, Address and Telephone Number
of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------ --------------- ---------------------- -------------------------- --------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum
To Be To Be Offering Price Aggregate Amount of
Registered Registered Per Share (1) Offering Price (1) Registration Fee (1)
------------------------------------ --------------- ---------------------- -------------------------- --------------------------
==================================== =============== ====================== ========================== ==========================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,500,000 $19.25 $28,875,000 $7,623
==================================== =============== ====================== ========================== ==========================
</TABLE>
(1) The offering price is to be computed pursuant to Rule 457(h) and Rule
457(c). As such, the offering price is the average of the high and the low
price as of October 23, 2000.
<PAGE> 2
EXPLANATORY NOTE
This registration statement on Form S-8 (this "Registration Statement")
registers 1,500,000 shares of common stock, $.01 par value per share ("Common
Stock"), of Williams-Sonoma, Inc. (the "Company") which may be acquired upon the
exercise of stock options granted to certain employees of the Company who are
not officers or directors.
<PAGE> 3
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION.*
*INFORMATION REQUIRED BY PART I OF FORM S-8. The document(s) setting forth the
information specified in Part I of this Form S-8 will be sent or given to
participants in the Williams-Sonoma, Inc. 2000 Nonqualified Stock Option Plan 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 Form 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 and are on file at Registrant's principal executive
offices and available without charge, upon written or oral request to Nancy J.
Himmelfarb, Vice President, Assistant General Counsel and Secretary, 3250 Van
Ness Avenue, San Francisco, California 94109. Telephone requests may be directed
to Nancy J. Himmelfarb at (415) 616-7900.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (d) 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) Registrant's Annual Report on Form 10-K for the year ended January 30,
2000;
(b) Registrant's Quarterly Report on Form 10-Q for the quarters ended
April 30, 2000 and July 30, 2000;
(c) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above; and
(d) The descriptions of Registrant's Common Stock which are contained in
Registrant's registration statements filed under Section 12 of the
Exchange Act, including any amendments or reports filed for the
purpose of updating such descriptions.
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 or 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.
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 Registrant's Articles of
Incorporation was amended to eliminate the liability of the directors of
Registrant for monetary damages to the fullest extent permissible under
California law.
Section 317 of the CCL permits a corporation to indemnify directors,
officers and other "agents" (as defined in Section 317(a) of the CCL) under
certain circumstances. Section 5.5 of Registrant's Restated Bylaws ("Bylaws")
requires Registrant to indemnify its directors, officers and other "agents"
under certain circumstances, to the fullest extent permitted by California law,
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, or penalties and amounts to be paid in settlement) reasonably incurred or
suffered by such persons in connection with any action, suit or proceeding
arising by reason of their positions as directors, officers or other "agents."
Pursuant to California law and the Bylaws, Registrant is required to pay to
directors, officers and other "agents" all expenses incurred in defending such
proceedings, in advance of the final disposition, subject to an undertaking by
such persons to repay all amounts so advanced if it shall ultimately be
determined that they are not entitled to indemnification.
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. Registrant maintains a director's and officer's liability
insurance policy insuring Registrant's directors and officers against certain
liabilities and expenses incurred by them in their capacities as such, and
insuring Registrant under certain circumstances in the event that
indemnification payments are made by Registrant 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, Registrant'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. 2000 Nonqualified Stock Option Plan
5 Opinion of Irell & Manella LLP
23.1 Independent Auditors' Consent
23.2 Consent of Irell & Manella LLP (included in opinion filed as
Exhibit 5)
24 Powers of Attorney (included on signature page)
<PAGE> 5
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;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective 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) do 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 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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 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.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 October 26, 2000.
WILLIAMS-SONOMA, INC.
By: /John W. Tate/
---------------
John W. Tate
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John W. Tate, 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, as fully 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. This Power of Attorney may be signed in several counterparts.
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 Director and Chairman of the Board and September 20, 2000
--------------------------- Chief Executive Officer (principal
W. Howard Lester executive officer)
/s/ Charles E. Williams Director and Vice Chairman of the Board September 20, 2000
---------------------------
Charles E. Williams
/s/ Patrick J. Connolly Director and Executive Vice President, September 20, 2000
--------------------------- Chief Marketing Officer and Assistant
Patrick J. Connolly Secretary
/s/ Gary G. Friedman Director and President September 20, 2000
---------------------------
Gary G. Friedman
/s/ John W. Tate Senior Vice President and Chief Financial September 20, 2000
--------------------------- Officer (principal financial officer)
John W. Tate
/s/ Cindy Love Controller (principal accounting officer) September 22, 2000
---------------------------
Cindy Love
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Adrian D.P. Bellamy Director September 20, 2000
---------------------------
Adrian D.P. Bellamy
/s/ James M. Berry Director September 20, 2000
---------------------------
James M. Berry
/s/ Nathan Bessin Director September 20, 2000
---------------------------
Nathan Bessin
/s/ James A. McMahan Director September 20, 2000
---------------------------
James A. McMahan
/s/ John E. Martin Director September 20, 2000
---------------------------
John E. Martin
/s/ Michael Lynch Director September 20, 2000
---------------------------
Michael Lynch
/s/ Edward Mueller Director September 20, 2000
---------------------------
Edward Mueller
/s/ Dick Robertson Director September 20, 2000
---------------------------
Dick Robertson
</TABLE>
<PAGE> 8
EXHIBIT INDEX
4 Williams-Sonoma, Inc. 2000 Nonqualified Stock Option Plan
5 Opinion of Irell & Manella LLP
23.1 Independent Auditors' Consent
23.2 Consent of Irell & Manella LLP (included in opinion filed as Exhibit 5)
24 Powers of Attorney (included on signature page)
