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As filed with the Securities and Exchange Commission on July 5, 1996
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
SUPERCUTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 68-0141288
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
550 California Street
San Francisco, California 94104
(Address of principal executive offices)
Supercuts, Inc. Stock Plan
Supercuts, Inc. Employee Stock Purchase Plan
Supercuts, Inc. Nonemployee Director Nonqualified Stock Option Plan
(Full title of the plan)
Lawrence D. Imber, Esquire
Sr. Vice President, General Counsel and Secretary
Supercuts, Inc.
550 California Street
San Francisco, California 94104
(415) 693-4700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Stephen W. Greiner, Esquire
Willkie Farr & Gallagher
One Citicorp Center
153 E. 53rd Street
New York, New York 10022
(212) 821-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share (2) price(2) registration fee
- ----------------------- ---------------------- ------------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share 1,097,500 $8.25 $9,054,375 $3,122.20
</TABLE>
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(1) This Registration Statement covers 400,000 shares newly
authorized and 500,000 shares previously authorized to be sold
under the Supercuts, Inc. Stock Plan, 100,000 shares newly
authorized to be sold under the Supercuts, Inc. Employee Stock
Purchase Plan, and 50,000 shares newly authorized and 47,500
shares previously authorized to be sold under the Supercuts, Inc.
Nonemployee Director Nonqualified Stock Option Plan
(collectively, the "Plans").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933 (the
"Securities Act").
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by Supercuts, Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K filed on
January 5, 1996, January 11, 1996, February 2, 1996, February 20,
1996, March 18, 1996 and April 9, 1996, respectively, pursuant to the
Exchange Act; and
(d) The description of the common stock of the Company,
$0.01 par value per share (the "Common Stock") contained in
the Company's Registration Statement on Form 8-A (Registration No.
0-19533), filed on September 17, 1991 pursuant to the Exchange Act.
In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all the
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of the filing of such
documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby
is being passed upon for the Company by Mr. Lawrence D. Imber, Esq., an
officer of the Company. As an employee of the Company, Mr. Imber will
be eligible to participate in the Plans to the same degree as other
similarly situated employees.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law,
the Company has broad powers to indemnify its directors and officers
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against liabilities that they may incur in such capacities,
including liabilities under the Securities Act. The Company's Amended
Certificate of Incorporation (the "Certificate") and Bylaws provide that
the Company will indemnify its directors and executive officers and may
indemnify other officers to the full extent permitted by law. The Company
believes that indemnification under its Bylaws covers at least negligence
and gross negligence by directors and officers, and requires the Company to
advance litigation expenses in the case of stockholder derivative actions
or other actions against an undertaking by the officer or director to repay
such advances if it is ultimately determined that the director or officer is
not entitled to indemnification. The Bylaws further provide that rights
conferred under such Bylaws will not be deemed to be exclusive of any
Certificate of Incorporation, Bylaw, agreement, vote of stockholders,
disinterested directors or otherwise.
In addition, the Company's Certificate provides that
pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to Company and its
stockholders. This provision in the Certificate does not eliminate the
duty of care, and in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Company, for acts or omissions not in good faith or involving intentional
misconduct for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law.
The provision also does not affect a director's responsibilities
under any other law, such as the federal securities laws or state or
federal environmental laws. The Company has also entered into
indemnification agreements with certain of its officers indemnifying them to
the fullest extent permitted by the foregoing.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
4.1 The Company's Amended Certificate of Incorporation, as
further amended (incorporated herein by reference to the
Company's Registration Statement on Form S-1 (Registration
No. 33-50730), Exhibit 3.1).
4.2 The Company's Bylaws (incorporated herein by reference to
the Company's Registration Statement on Form S-1
(Registration No. 33-42671), Exhibit 3.3).
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5 Opinion of Lawrence D. Imber, Esq. as to the validity of the
shares to be issued.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Lawrence D. Imber (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).
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 the Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(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;
(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 information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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
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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 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Securities 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, the
Company 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 the 1st day of July, 1996.
SUPERCUTS, INC.
By: /s/ Steve Price
Steve Price
Chief Executive Officer
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Each of the undersigned officers and directors of the Company
hereby severally constitutes and appoints Steve Price, Daniel M. Lechin and
Lawrence D. Imber, and each of them, as the true and lawful
attorneys-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite
and 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 said attorneys-in-fact, and each of them, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steve Price Chief Executive Officer and Director (Principal July 1, 1996
Steve Price Executive Officer)
/s/ John R. Conlisk Jr. Senior Vice President and Chief Financial Officer July 1, 1996
John R. Conlisk, Jr. (Principal Financial Officer and Principal
Accounting Officer)
/s/ Thomas L. Gregory Chairman of the Board of Directors July 1, 1996
Thomas L. Gregory
/s/ Edward E. Faber Director July 1, 1996
Edward E. Faber
_________________________ Director July __, 1996
Paul W. Geraldson
/s/ Daniel J. Good Director July 1, 1996
Daniel J. Good
/s/ Agnieszka Winkler Director July 1, 1996
Agnieszka Winkler
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Lawrence D. Imber, Esq. as to the
validity of the shares to be issued.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Lawrence D. Imber, Esq. (contained
in Exhibit 5).
<PAGE>
SUPERCUTS
Corporate Headquarters
550 California Street
San Francisco, CA 94104
415/693-4700
Fax 415/693-4944
July 1, 1996
Supercuts, Inc.
550 California Street
San Francisco, CA 94104
Ladies and Gentlemen:
I submit this opinion to you in connection with the filing with the
Securities and Exchange Commission of a registration statement on
Form S-8 (the "Registration Statement") by Supercuts, Inc. (the "Company")
for the Company's Stock Plan, Employee Stock Purchase Plan and Nonemployee
Director Nonqualified Stock Option Plan (collectively, the "Plans") to
register an aggregate of 1,097,500 shares of common stock of the Company,
par value per share $0.01 per share, for issuance pursuant to the Plans (the
"Shares").
As General Counsel to the Company, I have examined, among other things,
such federal and state laws and originals and/or copies (certified or
otherwise identified to my satisfaction) of such documents, certificates and
records as I deemed necessary and appropriate for the purpose of preparing
this opinion.
Based on the foregoing, I am of the opinion that the Shares have been duly
and validly authorized for issuance and, when issued in accordance with the
terms of the Plans for consideration of at least $0.01 per share, will be
validly issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SUPERCUTS, INC.
/s/ Lawrence D. Imber
Lawrence D. Imber Sr. Vice President General Counsel and Secretary
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Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 31,
1996 included in the Supercuts, Inc. Form 10-K for the year ended December
31, 1995 and to all references to our Firm included in this registration
statement.
/s/ Arthur Anderson LLP
Chicago, Illinois
July 1, 1996
