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As filed with the Securities and Exchange Commission on October 9, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IL FORNAIO (AMERICA) CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 94-2766571
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(State of Incorporation) (I.R.S. Employer Identification No.)
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770 TAMALPAIS DRIVE, #400
CORTE MADERA, CA 94925
(Address of principal executive offices)
1997 EQUITY INCENTIVE PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
MICHAEL J. HISLOP
CHIEF EXECUTIVE OFFICER
IL FORNAIO (AMERICA) CORPORATION
770 TAMALPAIS DRIVE, #400
CORTE MADERA, CA 94925
(415) 945-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
KENNETH L. GUERNSEY
CYDNEY S. POSNER
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111-3580
(415) 693-2000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered(1) Registered Price per Share (2) Offering Price (2) Registration Fee
------------------- ---------- ------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Shares of Common 414,424 shares $8.28(2)(a) $3,431,431 $905.90
Stock, par value
$0.001 per share,
subject to
outstanding options
granted under the
1997 Equity Incentive
Plan
Shares of Common 585,576 shares $8.75(2)(b) $5,123,790 $1,352.68
Stock, par value
$0.001 per share,
reserved for future
grant and issuance
under the 1997 Equity
Incentive Plan
Shares of Common 200,000 shares $8.75(2)(b) $1,750,000 $462.00
Stock, par value
$0.001 per share,
reserved for future
issuance under the
1997 Employee Stock
Purchase Plan
Totals: 1,200,000 shares $8.59(2)(a)(b) $10,305,221 $2,720.58
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(1) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the Plan set forth herein by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an
increase in the number of shares of the Registrant's outstanding common
stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and aggregate offering
price are based upon (a) the weighted average exercise price, for shares
subject to options previously granted under the Il Fornaio (America)
Corporation ("Registrant" or "Company") 1997 Equity Incentive Plan
(pursuant to Rule 457(h) under the Securities Act of 1933, as amended
(the "Act")) and (b) the average of the high and low prices of the
Company's Common Stock as reported on the Nasdaq National Market on
October 3, 2000 for shares available for future grant pursuant to the
1997 Equity Incentive Plan and shares available for future issuance
pursuant to the 1997 Employee Stock Purchase Plan (pursuant to Rule
457(c) under the Act).
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
NO. 333-46421
The contents of Registration Statement on Form S-8 No. 333-46421, filed
with the Securities and Exchange Commission on February 17, 1998, are
incorporated by reference herein.
EXHIBITS
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EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages.
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1.
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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 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 Corte Madera, State of California, on August 9,
2000.
IL FORNAIO (AMERICA) CORPORATION
By: /s/ Michael J. Hislop
---------------------------------
Michael J. Hislop
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Hislop and Peter P. Hausback,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, 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 dates indicated.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Laurence B. Mindel Chairman of the Board of August 7, 2000
--------------------------------- Directors
LAURENCE B. MINDEL
/s/ Michael J. Hislop President, Chief Executive August 9, 2000
--------------------------------- Officer and Director
MICHAEL J. HISLOP (Principal Executive Officer)
/s/ Peter P. Hausback Vice President, Finance, and August 10, 2000
--------------------------------- Chief Financial Officer
PETER P. HAUSBACK (Principal Financial and
Accounting Officer)
/s/ Dean S. Cortopassi Director August 13, 2000
---------------------------------
DEAN S. CORTOPASSI
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2.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ W. Scott Hedrick Director October 6, 2000
---------------------------------
W. SCOTT HEDRICK
/s/ F. Warren Hellman Director October 6, 2000
---------------------------------
F. WARREN HELLMAN
/s/ W. Howard Lester Director October 6, 2000
---------------------------------
W. HOWARD LESTER
/s/ Lawrence F. Levy Director August 12, 2000
---------------------------------
LAWRENCE F. LEVY
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3.
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24.1 Power of Attorney is contained on the signature pages.
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4.
