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As Filed With the Securities and Exchange Commission on December 28, 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
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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 (I.R.S. Employer Identification No.)
incorporation or organization)
350 Woodview Avenue, Morgan Hill, California 95037
(Address of Principal Executive Offices) (Zip Code)
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1999 STOCK INCENTIVE PLAN
(Full title of the plan)
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Thomas R. McGuire
Chief Executive Officer
The Coast Distribution System, Inc.
350 Woodview Avenue, Morgan Hill, California 95037
(Name and address of agent for service)
(408) 782-6686
(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
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<CAPTION>
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Proposed Maximum
Title of Offering Proposed Maximum
Securities Amount To Be Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share(2) Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.001
per share 300,000 shares $0.75 $225,000 (2) $56.25
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(1) Includes additional shares of Common Stock that may become issuable pursuant
to the anti-dilution adjustment provisions of the Registrant's 1999 Stock
Incentive Plan (the "1999 Plan").
(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 December 27, 2000, which was $0.75 per share.
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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 by reference in this registration
statement:
(a) The Registrant's Annual Report on Form 10-K, filed on March 30,
2000.
(b) The amendment to the Registrant's Annul Report on Form 10-K/A,
filed on April 28, 2000.
(c) 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.
(d) The description of the Registrant's Common Stock which is
contained in Part II of the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, as filed with the Commission under the Exchange
Act as of May 14, 1998.
(e) 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 1999, 1998, 1997 and 1996 and issued the
opinion of counsel included as Exhibit 5.1 hereto.
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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:
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<CAPTION>
Number Description
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<S> <C>
4.1 The Coast Distribution System, Inc. 1999 Stock
Incentive 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).
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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.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morgan Hill, State of California, on the 28th day of
December 2000.
THE COAST DISTRIBUTION SYSTEM, INC.
By: /s/ Thomas R. McGuire
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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, Sandra A. Knell
and Ben A. Frydman, or any 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.
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Signature Title Date
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<S> <C> <C>
/s/ Thomas R. McGuire Chairman and Chief December 28, 2000
------------------------------------- Executive Officer
Thomas R. McGuire (Principal Executive
Officer) and Director
/s/ Sandra A. Knell Executive Vice President December 28, 2000
------------------------------------- and Chief Financial
Sandra A. Knell Officer (Principal
Financial and Principal
Accounting Officer)
/s/ John W. Casey Director December 28, 2000
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John W. Casey
/s/ Ben A. Frydman Director December 28, 2000
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Ben A. Frydman
/s/ Robert S. Throop Director December 28, 2000
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Robert S. Throop
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 The Coast Distribution System, Inc. 1999 Stock Incentive 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).
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