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As filed with the Securities and Exchange Commission on May 21, 1998
Registration No. 33-64582
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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THE COAST DISTRIBUTION SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2490990
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
1982 Zanker Road, San Jose, California 95112
(Address of Principal Executive Offices) (Zip Code)
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THE COAST DISTRIBUTION SYSTEM 1993 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
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Thomas R. McGuire, Chairman and Chief Executive Officer
The Coast Distribution System, Inc.
1982 Zanker Road, San Jose, California 95112
(408) 436-8611
(Name, address and telephone number of agent for service)
with copies to:
Ben A. Frydman, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
On August 7, 1997, the shareholders of The Coast Distribution System, a
California corporation ("Coast-California"), approved the reincorporation in
Delaware by means of a merger of Coast-California with and into its wholly-owned
Delaware subsidiary. That merger was effectuated on April 30, 1998. By this
amendment, The Coast Distribution System, Inc., a Delaware corporation (the
"Registrant"), hereby adopts this Registration Statement as its own for all
purposes of the Securities Act of 1933 (the "Securities Act") and the Securities
Exchange Act of 1934 (the "Exchange Act"), each as amended. This adoption is as
of May 15, 1998 and is made pursuant to Rule 414(d) under the Securities Act.
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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 herein by reference in this
registration statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, filed on March 31, 1998.
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of 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 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, an assistant
secretary and a stockholder of the Registrant, is a shareholder of the law firm
Stradling Yocca Carlson & Rauth, a Professional Corporation, which is counsel
for the Registrant and which prepared the opinion set forth as Exhibit 5.1 of
this Post-Effective Amendment No. 1 to Registration Statement on Form S-8.
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
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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.
Exhibit
Number Description
------- -----------
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).
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.
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(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.
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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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Jose,
State of California, on this 15th day of May, 1998.
THE COAST DISTRIBUTION SYSTEM
By: /s/ THOMAS R. MCGUIRE
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Thomas R. McGuire, Chairman of the
Board of Directors and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Coast Distribution
System, 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 or her and in his or her
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 or she 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 and Chairman of May 15, 1998
- ----------------------------------- the Board of Directors (Principal
Thomas R. McGuire Executive Officer)
/s/ SANDRA A. KNELL Chief Financial Officer and Executive May 15, 1998
- ----------------------------------- Vice President (Principal Financial and
Sandra A. Knell Principal Accounting Officer)
* Director May 15, 1998
- -----------------------------------
Louis B. Sullivan
* Director May 15, 1998
- -----------------------------------
John E. Turco
* Director May 15, 1998
- -----------------------------------
Brian P. Friedman
* Director May 15, 1998
- -----------------------------------
Ben A. Frydman
Director May , 1998
- -----------------------------------
Robert S. Throop
*/s/ SANDRA A. KNELL
- -----------------------------------
*Sandra A. Knell, Attorney-in-Fact
</TABLE>
S-1
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EXHIBIT INDEX
Exhibit
Number Description
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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).
E-1
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STRADLING YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH, CALIFORNIA 92660-6441
TELEPHONE (949) 725-4000
FACSIMILE (949) 725-4100
SAN FRANCISCO OFFICE
44 MONTGOMERY STREET,
SUITE 2950
SAN FRANCISCO,
CALIFORNIA 94104
TELEPHONE (415) 283-2240
FACSIMILE (415) 283-2255
May 20, 1998
The Coast Distribution System, Inc.
1982 Zanker Road
San Jose, California 95112
Re: Registration Statement on Form S-8 covering the 1993 Stock
Option and Incentive Plan
Gentlemen:
We have acted as counsel for The Coast Distribution System, Inc., a
Delaware corporation (the "Company"), in connection with the Post-Effective
Amendment No. 1 (the "Post-Effective Amendment") to the Registration Statement
(No. 33-64582) on Form S-8 (the "Registration Statement") previously filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") by The Coast Distribution System, a California corporation
and predecessor of the Company ("Coast-California"). The Registration Statement
relates to a total of 250,000 shares of the Company's common stock (the
"Shares") under the Company's 1993 Stock Option and Incentive Plan (the "Plan")
and the Post-Effective Amendment provides for the adoption of the Registration
Statement by the Company pursuant to Rule 414(d) under the Act.
We have reviewed the corporate actions 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 non-assessable.
Ben A. Frydman, a shareholder of this Firm, presently serves as a
member of the Board of Directors and Assistant Secretary of the Company.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Post-Effective Amendment to the
Registration Statement.
Respectfully submitted,
STRADLING YOCCA CARLSON & RAUTH
Exhibit 5.1
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1, to the Registration Statement on Form S-8 (File No. 33-64582),
being filed with the Securities and Exhange Commission (the "Commission") by the
Coast Distribution System, Inc. (successor by merger to the Coast Distribution
System) pertaining to The Coast Distribution System, Inc. 1993 Stock Option and
Incentive 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 THORTON LLP
San Jose, California
April 30, 1998
Exhibit 23.2
