<PAGE>
As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________
CALIFORNIA PIZZA KITCHEN, INC.
(Exact Name of Registrant as Specified in Its Charter)
California 95-4040623
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6053 West Century Boulevard, 11th Floor
Los Angeles, CA 90045
(Address of Principal Executive Offices)
California Pizza Kitchen, Inc.
Employee Stock Purchase Plan
1998 Stock-Based Incentive Compensation Plan
1990 Employee Stock Option Plan
(Full title of the Plans)
Frederick R. Hipp, Chief Executive Officer and President
California Pizza Kitchen, Inc.
6053 West Century Boulevard, 11th Floor
Los Angeles, CA 90045
(Name and Address of Agent For Service)
(310) 342-5000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Anna M. Graves, Esquire
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street, 23rd Floor
Los Angeles, CA 90071-2371
(213) 683-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title Of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 2,148,271 (1) (2) $24,572,540 (2) $6,488
======================================================================================================================
</TABLE>
(1) Includes 375,000 shares pursuant to the Registrant's Employee Stock
Purchase Plan, 1,762,012 shares pursuant to the Registrant's 1998 Stock-
Based Incentive Compensation Plan, and 11,259 shares pursuant to the
Registrant's 1990 Employee Stock Option Plan, as such numbers of shares may
be increased in accordance with said plans in the event of a merger,
consolidation, reorganization, liquidation, recapitalization, stock
dividend, stock split, or similar event involving the Registrant.
(2) Under Rule 457(h)(1), the registration fee may be calculated for an
employee benefit plan based upon the price at which the options may be
exercised, and the price of the underlying securities for shares reserved
for future grants. Of the total number of shares registered herein, 375,000
shares are subject to rights granted under the Registrant's Employee Stock
Purchase Plan at a price not exceeding $12.75 per share ($4,781,250 in the
aggregate), 672,705 shares are subject to options granted under the
Registrant's 1998 Stock-Based Incentive Compensation Plan and 1990 Employee
Equity Participation Plan at a weighted average exercise price of $4.88 per
share ($3,282,800 in the aggregate), and 1,100,566 shares are available for
future option grants under the 1998 Stock-Based Incentive Compensation Plan
and are being registered herein at $15.00 per share based on the initial
public offering price ($16,508,490 in the aggregate). Therefore, the total
amount of the offering being registered herein is the sum of these
aggregate amounts, or $24,572,540.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
Item 1. Plan Information*
------
Item 2. Registrant Information and Employee Plan Annual Information*
------
* Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in California Pizza
Kitchen, Inc.'s Employee Stock Purchase Plan, 1998 Stock-Based Incentive
Compensation Plan, and 1990 Employee Stock Option Plan (together, the "Plans")
in accordance with Rule 428(b)(1) of the General Rules and Regulations under the
Securities Act of 1933. In accordance with Note to Part I of Form S-8, such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
------
California Pizza Kitchen, Inc. (the "Company") has become subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended and, accordingly, will be filing periodic reports and other information
with the Commission. Reports, proxy statements and other information concerning
the Company filed with the Commission may be inspected and copies may be
obtained (at prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company. The address for the Commission's Web site is
"http://www.sec.gov".
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Prospectus dated August 1, 2000, filed August 2, 2000
pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which
contains audited and consolidated financial statements for the Company's fiscal
year ended January 2, 2000, the latest fiscal year for which such statements
have been filed; and
(b) The description of the Company's securities contained in the
Company's Registration Statement on Form 8-A (Commission File No. 000-31149)
filed with the Commission on July 25, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 of such documents.
Item 4. Descriptions of Securities
------
Not applicable.
Item 5. Interests of Named Experts and Counsel
------
Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
-------
Section 317 of the California General Corporations Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers who are parties or are threatened to be made parties to any
proceeding (with certain exceptions) by reason of the fact that the person is or
was an agent of the corporation, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with the
proceeding if that person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation. Section 204
of the law provides that this limitation on liability has no effect on a
director's liability (a) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (b) for acts or omissions
that a director believes to be contrary to the best interests of the corporation
or its shareholders or that involve the absence of good faith on the part of the
director, (c) for any transaction from which a director derived an improper
personal benefit, (d) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the
corporation or its shareholders, (e) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders, (f) under Section 310 of the law
(concerning contracts or transactions between the corporation and a director),
or (g) under Section 316 of the law (directors' liability for improper
dividends, loans and guarantees). Section 317 does not extend to acts or
omissions of a director in his capacity as an officer. Further, Section 317 has
no effect on claims arising under federal or state securities laws and does not
affect the availability of injunctions and other equitable remedies available to
the Company's shareholders for any violation of a director's fiduciary duty to
the Company or its shareholders. Although the validity and scope of the
legislation underlying Section 317 have not yet been interpreted to any
significant extent by the California courts, Section 317 may relieve directors
of monetary liability to us for grossly negligent conduct, including conduct in
situations involving attempted takeovers of the Company.
In accordance with Section 317, the Company's articles of incorporation
eliminate the liability of each of its directors for monetary damages to the
fullest extent permissible under California law. The articles further authorize
the Company to provide indemnification to its agents (including its officers and
directors), subject to the limitations set forth above. The articles and bylaws
further provide for indemnification of its corporate agents to the maximum
extent permitted by California law. Additionally, the Company maintain insurance
policies which insure its officers and directors against certain liabilities.
The foregoing summaries are necessarily subject to the complete text of the
statute and the Company's articles and bylaws and are qualified in their
entirety by reference thereto.
Item 7. Exemption from Registration Claimed
------
Not Applicable.
Item 8. Exhibits
------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings
------
1. The undersigned registrant hereby undertakes:
(a) 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;
2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the 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 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 the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(b) 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.
(c) 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.
2. The undersigned registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.
3. 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 foregoing provisions, 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.
3
<PAGE>
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 Los Angeles, State of California, on this 1st
day of August, 2000.
CALIFORNIA PIZZA KITCHEN, INC.
By: /s/ H.G. Carrington, Jr.
---------------------------------
Name: H.G. Carrington, Jr.
Title: Executive Vice President and Chief Financial
Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of the registrant, hereby
severally constitute and appoint each of Frederick R. Hipp and H.G. Carrington,
Jr. to be our true and lawful attorney and agent, to do any and all things in
our names in the capacities indicated below which said person may deem necessary
or advisable to enable the registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration statement on Form S-8
relating to the offering of the Registrant's Common Stock, including
specifically, but not limited to, power and authority to sign for us in our
names in the capacities indicated below the registration statement and any and
all amendments (including post-effective amendments) thereto; and we hereby
approve, ratify and confirm all that said person shall do or cause to be done by
virtue thereof.
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 dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Larry S. Flax Co-Chairman of the
--------------------------
Larry S. Flax Board and Director August 1, 2000
/s/ Richard L. Rosenfield Co-Chairman of the
--------------------------
Richard L. Rosenfield Board and Director August 1, 2000
/s/ Frederick R. Hipp Chief Executive Officer, August 1, 2000
--------------------------
Frederick R. Hipp President and Director
(Principal Executive Officer)
/s/ Harold O. Rosser Director
--------------------------
Harold O. Rosser August 1, 2000
/s/ Bruce C. Bruckmann Director
--------------------------
Bruce C. Bruckmann August 1, 2000
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Fortunato N. Valenti Director
--------------------------
Fortunato N. Valenti August 1, 2000
/s/ Brian P. Friedman Director
--------------------------
Brian P. Friedman August 1, 2000
/s/ H.G. Carrington, Jr. Executive Vice President
--------------------------
H.G. Carrington, Jr. and Chief Financial Officer August 1, 2000
/s/ Gregory S. Levin Vice President, Controller and
--------------------------
Gregory S. Levin and Chief Accounting Officer August 1, 2000
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
---------------- ----------------------------------------------------------------------------------------
<C> <S>
4.1* Specimen Common Stock Certificate
4.2 Amended and Restated Articles of Incorporation, and amendments thereto
4.3** Amended and Restated Bylaws
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP as to the legality of the Common Stock being
registered
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (appears in their opinion filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (contained in the signature page to this registration statement)
99.1*** California Pizza Kitchen, Inc. Employee Stock Purchase Plan, adopted on November 2, 1999, as
amended on June 23, 2000
99.2**** California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan adopted February 5,
1998, as amended on July 21, 1998 and November 2, 1999 and forms of stock option agreement
thereunder
99.3 California Pizza Kitchen, Inc. 1990 Employee Equity Participation Plan and form of stock option
agreement thereunder
* Filed with the Registrant's Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-37778) on
July 27, 2000 and incorporated herein by reference.
** Filed with the Registrant's Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-37778) on
July 17, 2000 and incorporated herein by reference.
*** Filed with the Registrant's Amendment No. 1 to Registration Statement on Form S-1 on July 10, 2000 (File No.
333-37778) and incorporated herein by reference.
**** Filed with the Registrant's Registration Statement on Form S-1 on May 25, 2000 (File No. 333-37778) and
incorporated herein by reference.
</TABLE>
6
