<PAGE> 1
As Filed With the Securities and Exchange Commission on June 3, 1998
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE COAST DISTRIBUTION SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2490990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1982 Zanker Road, San Jose, California 95112
(Address of Principal Executive Offices) (Zip Code)
----------
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------
Thomas R. McGuire
Chief Executive Officer
The Coast Distribution System, Inc.
1982 Zanker Road, San Jose, California 95112
(Name and address of agent for service)
(408) 436-8611
(Telephone number, including area code, of agent for service)
Copy to:
Ben A. Frydman, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Title of Amount To Be Proposed Maximum Proposed Maximum Amount of
Securities Registered(1) Offering Aggregate Offering Price Registration Fee
To Be Registered Price Per Share(2)
======================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value $.001 400,000 shares $3.75 $1,500,000 (2) $442.50
per share
======================================================================================================
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable pursuant
to the anti-dilution adjustment provisions of the Registrant's 1997 Employee
Stock Purchase Plan (the "1997 ESPP").
(2) In accordance with Rule 457(h), the aggregate offering price of shares of
Common Stock registered is estimated, solely for purposes of calculating the
registration fee, on the basis of the price of securities of the same class,
as determined In accordance with Rule 457(c), using the average of the high
and low prices reported by the American Stock Exchange for the Common Stock
on May 27, 1998, which was $3.75 per share.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this registration
statement:
(a) The Registrant's Annual Report on Form 10-K, filed on March 31,
1998.
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the document referred to in
(a) above.
(c) The description of the Registrant's Common Stock which is contained
in Part II of the Registrant's Quarterly Report on Form 10Q for the quarter
ended March 31, 1998, as filed with the Commission under the Exchange Act as of
May 14, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange 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 a part
hereof from the date of filing such documents, except as to any portion of any
future annual or quarterly report to stockholders or document which is not
deemed filed under such provisions. For the purposes of this registration
statement, any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained herein or in any other subsequently filed
document which also is or 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Ben A. Frydman, a member of the Board of Directors, assistant secretary
and a shareholder of the Registrant, is a member and shareholder of the law firm
of Stradling Yocca Carlson & Rauth, a Professional Corporation, which provided
legal services to the Registrant during 1997 and 1996 and issued the opinion of
counsel included as Exhibit 5.1 hereto.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.
(b) The Registrant's Bylaws provide that the Registrant will indemnify
each person who was or is made a party to any proceeding by reason of the fact
that such person is or was a director or officer of the Registrant against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith to the fullest extent authorized by the Delaware General
Corporation Law.
(c) The Registrant's Bylaws also give the Registrant the ability to
enter into indemnification agreements with each of its directors and officers.
The Registrant has entered into indemnification agreements with each of its
directors and officers, which provide for the indemnification of such directors
and officers against any and all expenses, judgments, fines, penalties and
amounts paid in settlement, to the fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Number Description
<S> <C>
4.1 1997 Employee Stock Purchase Plan
5.1 Opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation, Counsel to the
Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (included in Exhibit
5.1).
23.2 Consent of Grant Thornton LLP.
24.1 Power of Attorney (included on signature page).
</TABLE>
II-2
<PAGE> 4
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,
represents 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) 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 the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 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 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) 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 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 the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) 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 provisions referred to in Item 6
hereof, 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.
II-3
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on the 27th day of
May, 1998.
THE COAST DISTRIBUTION SYSTEM, INC.
By: /s/ THOMAS R. McGUIRE
------------------------------------
Thomas R. McGuire, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Coast Distribution
System, Inc. do hereby constitute and appoint Thomas R. McGuire and Sandra A.
Knell, or either of them, our true and lawful attorneys-in-fact and agents, each
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 to
this Registration Statement, and to file the same, with 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 or 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 each 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, 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/ THOMAS R. McGUIRE Chief Executive Officer May 27, 1998
- -------------------------------------- and Chairman of the Board
Thomas R. McGuire (Principal Executive Officer)
/s/ SANDRA A. KNELL Chief Financial Officer and May 27, 1998
- -------------------------------------- Executive Vice President
Sandra A. Knell (Principal Financial and
Principal Accounting Officer)
Director , 1998
- -------------------------------------
Louis B. Sullivan
/s/ JOHN E. TURCO Director May 27, 1998
- -------------------------------------
John E. Turco
Director , 1998
- -------------------------------------
Brian P. Friedman
/s/ BEN A. FRYDMAN Director May 27, 1998
- -------------------------------------
Ben A. Frydman
/s/ ROBERT S. THROOP Director May 27, 1998
- -------------------------------------
Robert S. Throop
</TABLE>
S-1
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 1997 Employee Stock Purchase Plan.
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Grant Thornton LLP.
24.1 Power of Attorney (included on the signature page).
</TABLE>
E-1
<PAGE> 1
EXHIBIT 4.1
THE COAST DISTRIBUTION SYSTEM, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
1. Establishment and Purposes of the Plan.
The Coast Distribution System, Inc. 1997 Employee Stock Purchase
Plan (the "Plan") is hereby established to provide to eligible employees of The
Coast Distribution System, Inc. (the "Company") and its participating
subsidiaries, if any, an incentive to join and remain in the service of the
Company and its subsidiaries, to advance the best interests of the Company, to
promote employee morale, and to encourage employee ownership of the Company's
Common Stock. These purposes are sought to be accomplished under the Plan by
enabling employees to subscribe for and purchase directly from the Company
shares of the Company's Common Stock at a discount from the market price, and to
pay the purchase price in installments by payroll deductions. The Plan is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended (the "Code") (including any
amendments or replacements of such section), and the Plan shall be so construed.
2. Administration.
The Plan shall be administered by the Board of Directors of the
Company (the "Board") or by a committee composed of at least two directors (the
"Committee") appointed from time to time by the Board. As hereinafter used in
this Plan, the term "Committee" shall refer to the Board if no Committee is then
designated. The Committee shall be vested with full authority to construe,
interpret and implement the Plan, and to make, administer, and interpret such
rules and regulations as it deems necessary to administer the Plan. Any such
determination, decision or action of the Committee with respect to any matter
relating to the Plan shall be final, conclusive and binding on all participants.
3. Stock Subject to the Plan.
An aggregate of 400,000 shares of Common Stock of the Company may
be sold under the Plan. Such shares may be either authorized but unissued
shares, or shares reacquired by the Company for sale under the Plan. In the
event any shares offered under the Plan are not purchased, then such shares
shall again be available for sale under the Plan. The number and type of shares
subject to the Plan, and the number and type of shares subject to and the
purchase price of outstanding rights to purchase shares under the Plan, shall be
appropriately adjusted by the Committee in the event of any subdivision or
combination of outstanding shares, the payment of a stock dividend, the
reclassification or exchange of shares or like change in the capital structure
of the Company.
4. Employees Eligible to Participate.
Every employee of the Company, and every employee of any present
or future subsidiary corporation of the Company to which the Plan may be
extended by action of the Company's Board of Directors, is eligible to
participate in the Plan except the following:
(a) Employees who have not been continuously employed for a
period of at least three (3) months as of the date an offering is made under the
Plan;
(b) Employees who are customarily employed twenty (20) hours or
less per week;
(c) Employees who are customarily employed for five (5) months or
less in a calendar year; and
(d) Any employee who owns, or immediately after an offering under
the Plan would be deemed to own (under Section 424(d) of the Code, relating to
attribution of stock ownership) shares of stock
<PAGE> 2
possessing 5% or more of the total combined voting power or value of all classes
of stock of the Company or of any parent or subsidiary of the Company. For this
purpose, shares which the employee may purchase under outstanding options shall
be treated as stock owned by the employee.
5. Offering Periods.
Each offering under the Plan shall commence on such date (the
"Offering Date") and shall continue for such period (the "Offering Period") as
the Committee in its discretion shall designate from time to time. Unless the
Committee designates otherwise, offerings shall be made once each year and each
Offering Period shall be for a period of twelve (12) months. In no event may any
Offering Period exceed a duration of twenty-seven (27) months. The last day of
each Offering Period shall be the "Purchase Date."
6. Method of Participation; Payroll Deductions.
There will be an enrollment period of thirty (30) days
immediately preceding the Offering Date of each offering made under the Plan.
Each employee who will be eligible to participate in the Plan as of the Offering
Date of any offering may elect to participate in that offering by delivering to
the Company during the enrollment period a completed subscription agreement in
the form provided for that purpose by the Committee. An employee may participate
in each offering under the Plan for which he or she is eligible, but must elect
to participate by submitting a new subscription agreement for each offering
during the applicable enrollment period, regardless of whether he or she has
participated in any previous offerings. The subscription agreement shall
authorize the Company to withhold a percentage of the participant's base pay
through regular payroll deductions during the applicable Offering Period, and
the amount withheld shall be credited to the participant's account for payment
for the shares to be purchased. Each participant shall designate in the
subscription agreement the amount to be withheld from his or her base pay, which
may be not less than one percent (l%) nor more than fifteen percent (15%) of his
or her base pay. "Base pay" shall include all salaries and regular hourly wages,
but shall not include bonuses, commissions, extra pay for extra hours worked
outside the participant's regular work schedule, or other special payments, fees
or allowances. Payroll deductions shall commence on the first payday following
the Offering Date and shall continue until the last payday day prior to the
Purchase Date unless sooner terminated as provided in Section l0 below. A
participant may lower, but not increase, the rate of payroll deductions at any
time during an Offering Period by submitting to the Company an amended
subscription agreement, in which case the new rate shall become effective within
fifteen (15) days after the Company's receipt of the amended agreement. Complete
withdrawal from the Plan at any time prior to the Purchase Date is permitted as
provided in Section 10 below.
7. Purchase Price.
(a) The purchase price at which shares will be sold in any
Offering Period under the Plan shall be the lower of:
(i) 85% of the fair market value of the shares on the
first day of the Offering Period (the "Offering Date"), or
(ii) 85% of the fair market value of the shares on the
last day of the Offering Period (the "Purchase Date").
(b) The "fair market value" of the Company's Common Stock on the
Offering Date or on the Purchase Date, as the case may be, shall be the last
reported sale price per share of the Common Stock on the principal stock
exchange on which the Company's Common Stock is traded on that date. If the
Common Stock is not listed for trading on an exchange, the fair market value
shall be the per share price of the last sale of such stock in the
over-the-counter market as reported on the NASDAQ National Market. If no trading
occurred on such date, the fair market value shall be the mean between the
representative closing bid and asked prices for the Common Stock on such
exchange or in the over-the-counter market, as the case may be, on that date,
or, if such securities' markets were closed on that date, on the next preceding
date on which such securities' markets were open for trading.
2
<PAGE> 3
8. Purchase of Stock.
(a) At the end of each Offering Period, the maximum number of
whole shares which may be purchased with each participant's accumulated payroll
deductions will automatically be purchased for the participant at the applicable
purchase price determined as provided in Section 7 above, subject to the
limitations in Section 9 below. Any cash balance remaining in an employee's
account attributable to a fractional share shall be refunded promptly to the
participant, without interest. No stock shall be purchased on behalf of an
employee whose participation in the Plan has terminated prior to the Purchase
Date of the Offering Period. Because any participant may withdraw his or her
accumulated payroll deductions and terminate his or her participation in the
Plan at any time during an Offering Period prior to the Purchase Date, the
participant is, in effect, given an option which he or she may or may not
exercise at the completion of the Offering Period.
(b) As soon as practicable following the Purchase Date, the
Company will deliver to each participant a stock certificate or certificates
issued in his or her name for the number of shares purchased. The time of
issuance and delivery of shares may be postponed for such period as may be
necessary to comply with the registration requirements under the Securities Act
of l933, as amended, the listing requirements of any securities exchange on
which the Common Stock may then be listed, or the requirements under other laws
or regulations applicable to the issuance or sale of such shares.
9. Limitation on Shares to be Purchased.
No employee shall be entitled to purchase stock under the Plan in
an amount which would permit his or her rights (under this Plan and any similar
plans of the Company and any parent and subsidiary corporations of the Company)
to accrue at a rate which exceeds $25,000 in fair market value, determined as of
the Offering Date, for each calendar year in which the employee participates in
the Plan. In addition, no more than 2,500 shares may be purchased by a
participant in any single offering. In the event the number of shares to be
purchased by all employees participating in the Plan exceeds the number of
shares remaining available in the Plan, the Company will make a pro rata
allocation of the remaining shares in as uniform a manner as shall be
practicable and as it shall determine to be equitable. Any payroll deductions
accumulated in a participant's account which are not used to purchase stock due
to the limitations in this Section shall be returned to the participant promptly
after the end of the Offering Period without interest.
10. Termination of Participation.
(a) Withdrawal from the Plan. Any time prior to the Purchase Date
of an Offering Period any participating employee may withdraw from the Plan by
giving written notice to that effect to the Company. Such employee's
participation in the Plan shall thereupon terminate, his or her payroll
deduction authorization will be canceled, and the Company shall promptly refund
to such employee, without interest, the amount of his or her accumulated payroll
deductions. An employee who withdraws from the Plan may participate in the Plan
in any subsequent offering if he or she is otherwise eligible under the
provisions of Section 4 above.
(b) Termination of Employment or Death. An employee's
participation in the Plan shall terminate automatically upon termination of
employment, for any reason, or upon his or her death. Upon termination of
participation, the Company shall promptly refund to such employee or the
representative of such employee's estate, as the case may be, without interest,
the amount of such employee's accumulated payroll deductions.
11. Excused Absences.
During leaves of absence approved by the Company, a participant
may, for such period of time as the Committee in its sole discretion shall deem
reasonable (and as permitted by applicable regulations under the Code), continue
participation in the Plan by cash payments to the Company on his or her normal
paydays equal to the reduction in his or her payroll deductions caused by such
absence. Failure to pay any installment within fifteen (15) days after the
payday on which it is due shall be deemed to constitute a notice of withdrawal
from the Plan and the Company will refund, without interest, the employee's
accumulated payroll deductions as provided in
3
<PAGE> 4
Section 10(a) above.
12. Rights Not Transferable.
No employee shall sell, assign, transfer, pledge or otherwise
dispose of or encumber either his or her right to participate in the Plan or his
or her interest in any share to be issued upon payment of the purchase price,
and except as otherwise provided by law, such right and interest shall not be
liable for or subject to the debts, contracts, or liabilities of the employee.
If any such action is taken by the employee, or any claim is asserted by any
other party in respect to such right or interest, such action or claim shall be
null and void and of no effect.
13. Rights as Shareholder or Employee.
An employee shall have no rights as a shareholder with respect to
shares under election to purchase until a stock certificate has been issued to
him or her as provided in Section 8 above. Nothing in this Plan or in any
subscription agreement shall confer upon any participant any right to continue
in the employ of the Company or its subsidiaries or limit in any way the right
of the Company (or subsidiary) to terminate the participant's employment at any
time.
14. Use of Funds; No Interest Paid.
All funds received or held by the Company under the Plan will be
included in the general funds of the Company free of any trust or other
restriction and may be used for any corporate purpose. No interest will be paid
to any participant or credited to his or her account under the Plan.
15. Corporate Bearing of Expenses.
No charge of any kind will be made by the Company against the
funds held under the Plan other than the application of the funds to payment for
shares purchased under the Plan. The Company will pay all issue or transfer
taxes with respect to the sale of shares under the Plan and all other fees and
expenses incurred by the Company in connection therewith.
16. Merger, Acquisition or Liquidation.
In the event of the merger or consolidation of the Company into
another corporation, the acquisition by another corporation of all or
substantially all of the Company's assets, or the liquidation or dissolution of
the Company, the Purchase Date with respect to any outstanding options shall be
the business day immediately preceding the effective date of such merger,
consolidation, acquisition, liquidation or dissolution unless the Committee
shall, in its sole discretion, provide for the assumption or substitution of
such options in a manner complying with Section 424(a) of the Code.
17. Effective Date, Amendment and Termination of Plan.
(a) The Plan shall become effective upon its adoption by the
Board of Directors. However, unless the Plan is approved by the shareholders of
the Company within twelve (12) months before or after the date of the Board's
initial adoption of the Plan, the Plan and all rights and options granted
hereunder shall be canceled. No shares may be sold under the Plan prior to and
unless such shareholder approval is obtained.
(b) The Board of Directors may at any time amend, suspend or
terminate the Plan; provided that the rights of participants under options
previously granted under the Plan may not be adversely affected without the
participants' consent, and any amendment that would (i) increase the aggregate
number of shares authorized for sale under the Plan (except as provided in
Section 3 above), or (ii) change the standards of eligibility for participation
in the Plan, shall not be effective unless approved by the shareholders within
twelve (12) months of the adoption of such amendment by the Board.
4
<PAGE> 5
(c) Unless previously terminated by the Board of Directors, the
Plan shall terminate ten (l0) years after it becomes effective or when all
shares authorized for sale hereunder have been sold, but no such termination
shall affect options previously granted under the Plan.
- ----------
The above Plan has been:
Adopted by the Board of Directors on May 2, 1997; and
Approved by the Shareholders on August 7, l997.
5
<PAGE> 1
[STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
May 29, 1998
The Coast Distribution System, Inc.
1982 Zanker Road
San Jose, California 95112
Re: Registration Statement on Form S-8 for 1997 Employee Stock Purchase
Plan
Ladies and Gentlemen:
We have acted as counsel for The Coast Distribution System, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") which the
Company intends to file with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to 400,000 shares of the Company's Common Stock, $.001 par value (the
"Shares"), which may be issued and sold by the Company under The Coast
Distribution System, Inc. 1997 Stock Purchase (the "Plan").
We have reviewed the corporate action of the Company in connection with
this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for the purpose of this opinion.
Based upon the foregoing, it is our opinion that the Shares have been
duly authorized and, upon issuance and delivery and payment therefor in
accordance with the provisions of the Plan, will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
EXHIBIT 5.1
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 (File No. 333-________), being filed with the Securities
and Exchange Commission (the "Commission") by The Coast Distribution System,
Inc. pertaining to The Coast Distribution System, Inc. 1997 Employee Stock
Purchase Plan, of our report dated February 27, 1998, with respect to the
consolidated balance sheets of The Coast Distribution System and Subsidiaries as
of December 31, 1997 and 1996, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1997 included in the Annual Report on Form 10-K of
The Coast Distribution System for the year ended December 31, 1997, filed with
the Commission on March 31, 1998.
GRANT THORNTON LLP
San Jose, California
May 29, 1998
EXHIBIT 23.2
