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As filed with the Securities and Exchange Commission on August 21, 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
SHARPER IMAGE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2493558
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
650 DAVIS STREET
SAN FRANCISCO, CA 94111
(Address of principal executive offices) (Zip Code)
2000 STOCK INCENTIVE PLAN
(Full title of the Plan(s))
JEFFREY P. FORGAN
SENIOR VICE PRESIDENT AND CHIEF EXECUTIVE OFFICER
SHARPER IMAGE CORPORATION
650 DAVIS STREET
SAN FRANCISCO, CA 94111
(Name and address of agent for service)
(415) 445-6000
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price per Aggregate Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(3)
---------- ------------- -------- -------- ------
<S> <C> <C> <C> <C>
2000 Stock Incentive Plan 3,147,107 $18.94 $59,606,207 $15,736.04
Common Stock, $0.01 par value shares
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 2000 Stock Incentive Plan
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the
outstanding shares of Registrant's Common Stock.
(2) The filing fee is calculated solely for the purposes of this offering
under Rule 457(h) of the Securities Act of 1933 on the basis of the
average of the high and low selling price per share of Common Stock
of Sharper Image Corporation on August 17, 2000, as reported by the
Nasdaq National Market.
(3) Registration fee computed pursuant to Rule 457(h)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Sharper Image Corporation (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 2000 filed with the Commission on May 1, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on June 14, 2000 for the period ended April 30, 2000;
(c) The Registrant's Registration Statement No. 000-15827 on Form
8-A filed with the Commission on May 6, 1987 and amended on June
22, 1999, pursuant to Section 12(b) of the Securities Exchange
Act of 1934 (the "Exchange Act"), in which there is described
the terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also 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
Not applicable.
Item 6. Indemnification of Directors and Officers
Article VII, Section 6, of the Bylaws of the Registrant permits
indemnification of directors, officers and employees within the limitations
permitted by Section 145 of the General Corporation Law of Delaware.
As permitted by Section 102 of the Delaware General Corporation
Law, the Registrant's Certificate of Incorporation contains provisions
eliminating a director's personal liability for monetary damages to the
Registrant and its stockholders arising from a breach of a director's fiduciary
duty except for (i) liability under Section 174 of the Delaware General
Corporation Law, (ii) any breach of the director's duty of loyalty to the
Registrant or its stockholders, (iii) acts or omissions not in good faith or
which involve intentional omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law or (iv) any transaction
from which the director derived an improper personal benefit.
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The Registrant has entered into supplemental indemnification
agreements with directors and certain officers. These agreements provide
substantially broader indemnity rights than those provided under the Delaware
law and the Registrant's Bylaws.
Under the indemnification agreements, indemnity is provided to
such officers or directors with respect to judgments and amounts paid in
settlement of actions brought against them by or on behalf of the Registrant
(except under the circumstances noted above), while indemnification, under
Delaware law, is generally permitted only with respect to the expenses incurred
in connection with such actions. Also, under Delaware law, amounts may be paid
as indemnity, and litigation expenses may be advanced during the course of an
action, if the individual claiming indemnity meets certain specified standards
of conduct. Under the indemnification agreements, a determination that a
director has met these standards is not required for such indemnity, although
the indemnification agreement excludes indemnity for conduct which is adjudged
to be knowingly fraudulent, deliberately dishonest or to constitute willful
misconduct. With respect to expenses incurred during the course of an action,
such expenses would be paid by the Registrant, subject to the individual's
agreement in the indemnification agreement to reimburse the Registrant if it is
ultimately determined that the individual is not entitled to indemnity as to
those expenses. With respect to expenses incurred, the director would be
entitled under the indemnification agreement to the same rights as are provided
in the Bylaws discussed above.
The indemnification agreements are not intended to deny or
otherwise limit third-party or derivative suits against the Registrant or its
directors, but to the extent a director were entitled to indemnity or
contribution under the indemnification agreement, the financial burden of a
third-party suit would be borne by the Registrant, and the Registrant would not
benefit from derivative recoveries against the directors. Such recoveries would
accrue to the benefit of the Registrant but would be offset by the Registrant's
obligations to the director under the indemnification agreement.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-15827 on
Form 8-A, as amended, together with any exhibits thereto, which
are incorporated herein by reference pursuant to Item 3(c) to
this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
15 Letter re: Unaudited Interim Financial Information.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 2000 Stock Incentive Plan.
</TABLE>
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 1933 Act, (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, represent a fundamental change in the information set forth in this
Registration Statement and (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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a
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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; and (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 Registrant's 2000 Stock Incentive Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 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, 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 San Francisco, State of California on
this 21st day of August, 2000.
SHARPER IMAGE CORPORATION
By: /s/ Jeffrey P. Forgan
---------------------------------
Jeffrey P. Forgan
Senior Vice President
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Sharper Image
Corporation, a Delaware corporation, do hereby constitute and appoint Richard
Thalheimer, the lawful attorney-in-fact and agent with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Richard Thalheimer Founder, Chairman of the August 21, 2000
----------------------------- Board and Chief Executive Officer
Richard Thalheimer
/s/ Jeffrey P. Forgan Senior Vice President and Chief August 21, 2000
----------------------------- Financial Officer (Principal
Jeffrey P. Forgan Financial and Accounting Officer)
/s/ Alan Thalheimer Director August 21, 2000
-----------------------------
Alan Thalheimer
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Gerald Napier Director August 21, 2000
-----------------------------
Gerald Napier
/s/ Morton David Director August 21, 2000
-----------------------------
Morton David
/s/ George James Director August 21, 2000
-----------------------------
George James
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SHARPER IMAGE CORPORATION
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-15827 on
Form 8-A, as amended, together with any exhibits thereto, which
are incorporated herein by reference pursuant to Item 3(c) to
this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
15 Letter re: Unaudited Interim Financial Information.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 2000 Stock Incentive Plan.
</TABLE>
