As filed with the Securities and Exchange Commission July 29,
1999
Registration No. _____-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
WILLAMETTE VALLEY VINEYARDS, INC.
(Exact Name of Registrant as Specified in Its Charter
Oregon 93-0981021
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8800 Enchanted Way SE, Turner, Oregon 97392
(Address of Principal Executive Offices, including Zip Code)
1992 Incentive Stock Plan
(Full Title of the Plan)
DWT Oregon Corp.
1300 SW Fifth Avenue, Suite 2300
Portland, Oregon 97201
(Name and Address of Agent for Service)
(503) 241-2300
(Telephone Number, Including Area Code, of Agent for Service)
______________________
Copy to:
Michael McArthur-Phillips, Esq.
Jason T. Elder, Esq.
Davis Wright Tremaine
1300 SW Fifth Avenue, Suite 2300
Portland, Oregon 97201-5682
(503) 241-2300
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Common Stock
Amount to be Registered(1) 600,000
Proposed Maximum Offering Price Per Share(2) $1.8125
Proposed Maximum Aggregate Offering Price $1,087,500.00
Amount of Registration Fee $302
(1)This Registration Statement shall cover any additional shares
of Common Stock which become issuable upon exercise of options
granted under the 1992 Stock Incentive Plan by reason of any
stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of
Common Stock of Willamette Valley Vineyards, Inc.
(2) Estimated solely for the purpose of calculating the
registration fee. The price per share is estimated to be $1.8125
based on the average of the high ($1.8125) and low ($1.8125) prices
reported on NASDAQ for July 29, 1999, according to Rule 457(c) and
within five (5) business days prior to the date of filing of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by
reference into this Registration Statement heretofore filed with
the Securities and Exchange Commission (the "Commission") by
Willamette Valley Vineyards, Inc., an Oregon corporation (the
"Registrant"):
(a) The Registrant's most recent annual report on
Form 10-KSB, dated March 31, 1999 (File No.
000-21522), filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the
"Exchange Act"); and
(b) The description of the Common Stock of the
Registrant, which is contained in the
Registrant's Registration Statement on Form 8-K
(File No. 000-21522), including any amendments
or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement and 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 herein by reference into this Registration Statement
and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superceded 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 such statement. Any
such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provides that
the Registrant may indemnify to the fullest extent not prohibited
by law any person who was or is a party or is threatened to be
made a party to any Proceeding against all expenses (including
attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by the person in
connection with such Proceeding.
Oregon law provides that directors of a corporation will
not be personally liable for monetary damages for breach of their
fiduciary duties as directors, unless the breach involves: (1)
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (2) conduct resulting
in a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation; or (3)
conduct resulting in any other proceeding charging improper
personal benefit to the director in which the director was
adjudged liable on the basis that personal benefit was improperly
received by the director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as a part of this
Registration Statement:
Exhibit
Number Description
4 1992 Stock Incentive Plan
4.1 Amendment dated June 13, 1993
4.2 Amendment dated April ____, 1999
4.3 Sample Incentive Stock Option Agreement
4.4 Sample Nonqualified Stock Option Agreement
5 Opinion of Davis Wright Tremaine LLP, with respect
to the legality of securities being registered.
23.1 Consent of Counsel (contained in opinion filed as
Exhibit 5.1).
23.2 Consent of Independent Accountants
24.1 Power of Attorney (see signature page).
Item 9. Undertakings.
(a) The 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 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.
(2) That, for the purposes of determining any
liability under the Securities Act of 1933, as
amended (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.
(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) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d)
of the Exchange 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 Securities Act 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 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 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 Securities Act and
will be governed by the final adjudication of such
issue.
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 Turner, State of Oregon, on the 29 day of
July, 1999.
WILLAMETTE VALLEY VINEYARDS, INC.,
an Oregon corporation
By: ____________________________
James W. Bernau
Chairperson of the Board, President
POWER OF ATTORNEY
We, the undersigned officers and directors of Willamette
Valley Vineyards, Inc., hereby severally and individually
constitute and appoint James W. Bernau and John E. Moore, and
each of them, as 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 Securities and Exchange 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 or she might or could do
in person, hereby ratifying and confirming all that said
attorneys in fact, or any of them, may lawfully do or cause to be
done by virtue of this appointment.
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 dates indicated.
Signature Title Date
_________________ President and July 29,1999
James W. Bernau Chairperson of Board
President
_________________ Controller (Principal July 29,1999
John E. Moore Accounting Officer)
Principal
Accounting Officer
Signature Title Date
________________ Director and Vice- July 29,1999
James L. Ellis President and Secretary
Director
_________________
Betty M. O'Brien Director July 29,1999
Director
________________
Daniel S. Smith Director July 29,1999
Director
________________
Stan G. Turel Director July 29,1999
Director
_________________
William H. Malkmas Director July 29,1999
Director
_________________
Delna Jones Director July 29,1999
Director
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Pages
4 1992 Stock Incentive Plan
4.1 Amendment dated June 13, 1993
4.2 Amendment dated April ____, 1999
4.3 Sample Incentive Stock Option Agreement
4.4 Sample Nonqualified Stock Option
Agreement
5 Opinion of Davis Wright Tremaine LLP, 8
with respect to the legality of securities
being registered
23.1 Consent of Counsel (contained in opinion 8
filed as Exhibit 5)
23.2 Consent of Independent Accountants
24.1 Power of Attorney (see signature page) 5
MICHAEL MCARTHUR-PHILLIPS
SUITE 2300 1300 SW FIFTH AVENUE
PORTLAND, OR 97201
Direct (503) 778-5214 FAX (503) 778-5299
[email protected] -5682 www.dwt.com
June 21, 1999
Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392
Re: Share Option Plan
Dear Ladies and Gentlemen:
We have acted as counsel to Willamette Valley Vineyards, Inc., an
Oregon corporation (the "Corporation"), in connection with its
Registration Statement on Form S-8 (the "Registration Statement").
Capitalized terms used herein that are not otherwise defined have
the meanings ascribed thereto as set forth in the Registration
Statement and the exhibits thereto.
We have examined such documents, papers, statutes and authorities
as we have deemed necessary to form a basis for the opinions
hereinafter expressed. We have assumed the genuineness of all
signatures, the authenticity of documents, certificates and
records submitted to us as originals, the conformity to the
originals of all documents, certificates and records submitted to
us as copies, the legal capacity of all natural persons executing
documents, certificates and records, and the completeness and
accuracy as of the date of this opinion letter of the information
contained in such documents, certificates and records.
Based upon the foregoing, we are of the opinion that:
1. The Corporation is duly formed and validly existing
under the laws of the State of Oregon.
2. The Plan, the Shares and the options respecting such
Shares have been duly authorized and, when appropriate
certificates have been duly executed by the proper
officers of the Corporation, the Shares will be validly
issued, fully paid and nonassessable.
This opinion is limited to the laws of the State of Oregon and the
federal laws of the United States of the type typically applicable
to transactions contemplated by the Registration Statement. We
express no opinion with respect to the laws of any other country,
state or jurisdiction.
This opinion letter is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly
stated. This letter speaks only as of the date hereof and is
limited to present statutes, regulations and administrative and
judicial interpretations. We undertake no responsibility to
update or supplement this letter after the date hereof.
We consent to being named in the Registration Statement as counsel
who are passing upon the validity of the shares of common stock to
be issued pursuant to the Registration Statement. Subject to the
foregoing, this opinion letter may be relied upon by you only in
connection with the Offering and may not be used or relied upon by
you for any other purpose or by any other person for any purpose
whatsoever without, in each instance, our prior written consent.
Sincerely,
Davis Wright Tremaine LLP
Michael McArthur-Phillips
McP:m
Exhibit 23.2
Consent of Accountants
We consent to the use of our reports incorporated herein by
reference, which reports appear in the Willamette Valley
Vineyards, Inc. 1998 Annual Report on Form 10-K.
/s/ Pricewaterhouse Coopers LLP
Portland, Oregon
A:\S-8b.txt Page 1 of 11
Exhibit Index Page 7
STUART C. HARRIS
SUITE 2300
TEL (503) 241-2300
Direct (503) 778-5428
1300 SW FIFTH AVENUE
FAX (503) 778-5299
[email protected]
PORTLAND, OR 97201-5682
www.dwt.com
F:\4\46182\1\FORM S-8.03.DOC Page 9 of 14
Exhibit Index Page 8
