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As filed with the Securities and Exchange Commission on September 13, 1996
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PETsMART, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3024325
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
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10000 N. 31st Avenue, Suite C-100
Phoenix, AZ 85051
(602) 944-7070
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Mark S. Hansen
President and Chief Executive Officer
PETsMART, INC.
10000 N. 31st Avenue, Suite C-100
Phoenix, AZ 85051
(602) 944-7070
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Alan C. Mendelson, Esq.
Michael R. Jacobson, Esq.
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(415) 843-5000
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Approximate date of commencement of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is filed in a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement of the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Title of Securities to be Registered Registered Price Per Share (1) Aggregate Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.0001 par value 979,328 $ 26.375 $25,829,776 $8,907
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) based on the average of the high
and low sale prices on the Nasdaq National Market on September 12, 1996.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject to Completion, dated ________, 1996
PROSPECTUS
979,328 Shares
PETsMART, INC.
Common Stock
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This Prospectus relates to 979,328 shares of PETsMART, Inc. ("PETsMART" or
the "Company") Common Stock, par value $.0001 (the "Common Stock"), which are
being offered and sold by certain stockholders of the Company (the "Selling
Stockholders"). The Selling Stockholders, directly or through agents, broker-
dealers or underwriters, may sell the Common Stock offered hereby from time to
time on terms to be determined at the time of sale, in transactions on the
Nasdaq National Market or in privately negotiated transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at price related to such
prevailing prices or at negotiated prices. The Selling Stockholders have
contractually agreed that sales made pursuant to this Prospectus will be made to
or through a certain investment banking firm. The Selling Stockholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
the shares for whom such broker-dealers may act as agents or to whom they sell
as principal or both (which compensation to a particular broker-dealer may be in
excess of customary commissions). The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders. See "Selling Stockholders"
and "Plan of Distribution."
The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "PETM." The last reported sales price of the Company's Common
Stock on the Nasdaq National Market on September ___, 1996 was $______ per
share.
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THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 3
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No underwriting commissions or discounts will be paid by the Company in
connection with this offering. Estimated expenses payable by the Company in
connection with this offering are $36,000. The aggregate proceeds to the
Selling Stockholders from the Common Stock will be the purchase price of the
Common Stock sold less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses of issuance and distribution not borne by
the Company. See "Plan of Distribution."
The Selling Stockholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Common Stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), and any commission received by them and any profit on the resale of the
Common Stock purchased by them may be deemed to be underwriting discounts or
commissions under the Act. The Company has agreed to indemnify the Selling
Stockholders and certain other persons against certain liabilities, including
liabilities under the Act.
, 1996
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information may be inspected and copied
at the Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock
of the Company is quoted on the Nasdaq National Market. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc. at 1735 K Street, N.W. Washington, D.C. 20006.
ADDITIONAL INFORMATION
A registration statement on Form S-3 with respect to the Common Stock
offered hereby (the "Registration Statement") has been filed with the Commission
under the Act. This Prospectus does not contain all of the information
contained in such Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any contract or any other
documents are not necessarily complete and, in each instance, reference is
hereby made to the copy of such contract or document filed as an exhibit to the
Registration Statement. The Registration Statement, including exhibits thereto,
may be inspected without charge at the Commission's principal office in
Washington, D.C., and copies of all or any part thereof may be obtained from the
Public Reference Section, Securities and Exchange Commission, Washington, D.C.,
20549, upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission under the Exchange Act
(File No. 0-21888), are hereby incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 28, 1996, filed on or about April 15, 1996, as amended by a Form 10-K/A
filed on or about April 22, 1996, including all material incorporated by
reference therein;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 28, 1996, filed on or about June 12, 1996, including all material
incorporated by reference therein;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 28, 1996, filed on or about September 9, 1996, including all material
incorporated by reference therein;
(d) The Company's Current Report on Form 8-K dated January 30, 1996 and
filed on or about February 13, 1996 as amended by a Form 8-K/A dated January 30,
1996 and filed on or about April 15, 1996; and
(e) The description of the Common Stock contained in the Company's Current
Report on Form 8-K, dated July 19, 1996 and filed on or about September 10,
1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in this Prospectus or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any 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 Prospectus.
2.
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The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been
incorporated by reference herein (not including exhibits to such documents
unless such exhibits are specifically incorporated by reference herein or into
such documents). Such request may be directed to: Investor Relations, PETsMART,
Inc., 10000 N. 31st Avenue, Suite C-100, Phoenix, AZ 85051.
The discussions in this Prospectus and the documents incorporated by
reference herein contain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from
those discussed herein and in such incorporated documents. Factors that could
cause or contribute to such differences include, but are not limited to,
those discussed under the heading "Risk Factors" herein, as well as those
discussed in the documents incorporated herein by reference.
3.
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RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE COMMON
STOCK.
INTEGRATION OF OPERATIONS AS THE RESULT OF ACQUISITIONS
If PETsMART is to realize the anticipated benefits of its acquisitions of
Petstuff, Inc., a Delaware corporation ("Petstuff"), Sporting Dog Specialties,
Inc., a New York corporation ("Sporting Dog"), The Pet Food Giant, Inc., a New
Jersey corporation ("Pet Food Giant") and State Line Tack, Inc., a New Hampshire
corporation ("State Line Tack"), the operations of all of these companies must
be integrated and combined efficiently. The process of rationalizing stores,
supply and distribution channels, computer and accounting systems and other
aspects of operations, while managing a larger and geographically expanded
entity with new equine and catalog businesses, will present a significant
challenge to PETsMART's management. There can be no assurance that the
integration process will be successful or that the anticipated benefits of these
acquisitions will be fully realized. The dedication of management resources to
such integration may detract attention from the day-to-day business of the
Company. The difficulties of integration may be increased by the necessity of
coordinating geographically separated organizations, integrating personnel with
disparate business backgrounds and combining different corporate cultures.
There can be no assurance that the Company will be able to achieve any expense
reductions with the acquired companies, that there will not be substantial costs
associated with any such reductions or that such reductions will not result in a
decrease in revenues or that there will not be other material adverse effects of
these integration efforts. Such effects could materially reduce the short-term
earnings of the Company. Subsequent to the Petstuff acquisition, PETsMART
incurred a charge in its fiscal quarter ended July 30, 1995 of $38.9 million to
reflect its acquisition of Petstuff, including transaction costs and costs
attributable to lease cancellations, store conversion expenses, severance and
employee relocation costs, the elimination of duplicate management information
systems and facilities, the write-off of assets, the cancellation of certain
contractual obligations and other integration costs. PETsMART incurred an
additional nonrecurring charge of $10.8 million in its fiscal quarter ended July
28, 1996, reflecting: (i) lease settlement costs associated with 17 Petstuff
stores closed immediately following the June 1995 acquisition, (ii) lease
settlement costs for seven lease commitments for Petstuff stores that were not
opened because they would have been duplicate or inadequate facilities and (iii)
Petstuff store conversion costs, that were in excess of the Company's original
estimates. PETsMART incurred a charge in its fiscal quarter ended July 30, 1995
of $1.8 million to reflect its acquisition of Sporting Dog, including
transaction costs, costs associated with the closure of inadequate facilities
and other integration costs. PETsMART incurred a charge in its fiscal quarter
ended October 29, 1995 of $6.4 million, to reflect its acquisition of Pet Food
Giant, including transaction costs and costs attributable to lease
cancellations, store conversion expenses, employee severance payments, the
elimination of duplicate management information systems and facilities, the
write-off of assets, the cancellation of certain contractual obligations and
other integration costs. PETsMART incurred a charge in its fiscal quarter
ending April 28, 1996 of $8.1 million, to reflect the acquisition of State Line
Tack, including transaction costs, severance payments and other integration
costs. There can be no assurance that PETsMART will not incur additional charges
in subsequent quarters to reflect costs associated with its acquisitions of
Petstuff, Sporting Dog, Pet Food Giant and State Line Tack. The Company may
make other acquisitions in the future. Acquisitions require significant
financial and management resources both at the time of the transaction and
during the process of integrating the newly acquired business into the Company's
operations. The Company's operating results could be adversely affected if it
is unable to successfully integrate such new companies into its operations.
Future acquisitions by the Company could also result in potentially dilutive
issuances of securities, the incurrence of additional debt and contingent
liabilities, and amortization expenses related to goodwill and other intangible
assets, which could materially adversely affect the Company's profitability.
EXPANSION PLANS
PETsMART has expanded from two superstores at the beginning of fiscal 1988
to 299 superstores as of July 28, 1996. PETsMART expects to open at least 18
additional superstores during the balance of fiscal 1996. The Company's ability
to continue to open superstores on a timely basis will depend upon a number of
factors, including the identification of suitable sites, the negotiation of
leases for those sites on acceptable terms, the construction or refurbishment of
sites, the hiring, training and retention of skilled managers and personnel and
other factors, some of which may be beyond the Company's control. As a result,
there can be no assurance that the Company will be able to achieve its targets
for opening new superstores. In addition, PETsMART is restricted under its bank
credit facility from incurring capital expenditures (excluding capital leases)
in excess of $65 million in any fiscal year. While PETsMART expects to continue
its current practice of leasing its stores and equipment and does
4.
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not anticipate needing a waiver of this restriction, there can be no assurance
that this will be the case, or that if a waiver is needed it can be obtained. In
addition, PETsMART's bank credit facility requires PETsMART to meet certain
financial covenants, including a minimum net worth, debt ratio, fixed charge
coverage ratio and debt to equity ratio, and includes restrictions related to
payment of cash dividends, capital expenditures, and PETsMART's ability to incur
additional debt (excluding capital leases). To manage its expansion, PETsMART is
continuously evaluating the adequacy of its existing systems and procedures,
including financial controls and management information systems, product
distribution facilities and field and superstore management. There can be no
assurance that PETsMART will anticipate all of the changing demands which its
expanding operations and the acquisitions of Petstuff, Sporting Dog, Pet Food
Giant and State Line Tack will impose on such systems. PETsMART's failure to
expand its distribution capabilities or other internal systems or procedures as
required could adversely affect its future operating results.
PERFORMANCE OF NEW SUPERSTORES; FUTURE OPERATING RESULTS
A majority of PETsMART's superstores have been open for less than three
years. There can be no assurance that PETsMART's existing superstores will
maintain their profitability or that new superstores will generate sales levels
necessary to achieve store-level profitability, much less profitability
comparable to that of existing superstores. PETsMART has recently opened
superstores in new markets and plans to open additional superstores in other new
markets. There can be no assurance that these stores will be profitable in the
near term or that profitability, if achieved, will be sustained. Moreover, the
Petstuff and Pet Food Giant superstores need to be fully integrated into the
PETsMART organization and, in some cases, represent new geographic markets for
PETsMART. Petstuff and Pet Food Giant have incurred losses in their two most
recent fiscal years, primarily due to the limited operating history of many of
its stores and expenses associated with opening new stores and with developing
an infrastructure to support future growth. There can be no assurance that
PETsMART will be able to operate the former Petstuff or Pet Food Giant stores
profitably in the future. Further, PETsMART intends to open additional
superstores in existing markets, which may have the effect of reducing sales at
existing PETsMART superstores. Although PETsMART's comparable store sales
increased 19.8%, 19.1%, and 12.5% for fiscal 1993, fiscal 1994 and fiscal 1995,
respectively, and 12.0% for the first two quarters of fiscal 1996. PETsMART
anticipates that its rate of comparable store sales growth may be lower in
future periods than the growth rates previously experienced due to maturation of
the existing store base and the effects of opening additional stores in existing
markets. As a result of PETsMART's rapid expansion, PETsMART expects its average
store contribution and operating margins to be lower in the near term due to the
level of preopening expenses and the lower anticipated sales volumes of its
immature stores. In addition, certain costs, such as those related to occupancy,
are expected to be higher in some of the new geographic markets PETsMART has
recently entered. Finally, due in part to these acquisitions, period-to-period
comparisons of financial results may not be meaningful and the results of
operations for historical periods may not be indicative of future results.
ENTRY INTO NEW BUSINESSES
PETsMART entered the mail order catalog business with its acquisition of
Sporting Dog and substantially increased its equine direct marketing business
with the acquisition of State Line Tack. Prior to these acquisitions, the
Company's management had no experience in the mail order catalog business, and
only limited experience in the equine direct mail business. There can be no
assurance that the operation of such businesses as PETsMART subsidiaries will be
successful or that the Company's strategy of combining retail store and direct
mail purchasing, marketing and product line offerings will be successful.
CANADIAN OPERATIONS
The Company has announced plans to enter the Canadian market by opening
five superstores in Ontario in the fourth fiscal quarter of 1996. The Company's
management has never operated stores outside of the United States. There can be
no assurance that PETsMART will be able to successfully operate in Canada or
that the international expansion will be implemented successfully.
International expansion will require significant management resources and, if
unsuccessful, may materially and adversely affect the Company.
RELIANCE ON VENDORS AND PRODUCT LINES
Premium pet foods for dogs and cats, such as Science Diet, Iams and
Nature's Recipe, make up a significant portion of PETsMART's revenues.
Currently, premium pet foods are not sold in supermarkets, warehouse clubs or
through other mass merchandisers. The Company may be materially adversely
affected if any of the manufacturers of these premium pet foods were to make
their products available in supermarkets or through
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other mass merchandisers, or if the brands currently available to such retailers
were to gain market share at the expense of the premium brands sold only through
specialty pet food and supply outlets. In addition, PETsMART's principal vendors
currently provide it with certain incentives, such as volume purchasing, trade
discounts, cooperative advertising and market development funds. A reduction or
discontinuance of these incentives could also have a material adverse effect on
the Company. PETsMART has no supply contracts with any of its premium food or
other vendors. While the Company believes its vendor relationships are
satisfactory, a vendor could discontinue selling to the Company at any time.
COMPETITION
The pet food and supply retailing industry is highly competitive. PETsMART
competes with a wide variety of supermarkets, warehouse clubs and mass
merchandisers, many of which are larger and have significantly greater resources
than PETsMART. PETsMART also competes with a number of other pet supply
warehouse or specialty stores, smaller pet store chains, and independent pet
stores. The industry has become increasingly competitive due to the entrance of
other specialty retailers into the pet food and supply market, some of which
have developed formats similar to that used by PETsMART. If any of the Company's
major competitors, such as supermarkets, warehouse clubs, mass merchandisers or
specialty pet stores, seek to gain or retain market share by reducing prices,
the Company may be required to reduce its prices in order to remain competitive,
which may have the effect of reducing profits. There can be no assurance that
the Company will not face greater competition from other national or regional
retailers in the future.
QUARTERLY AND SEASONAL FLUCTUATIONS
The timing of new superstore openings and related preopening expenses, and
the amount of revenue contributed by new and existing superstores, may cause the
Company's quarterly results of operations to fluctuate. The Company's business
is also subject to some seasonal fluctuation and it expects to realize a higher
portion of its net sales during the month of December than during the other
months of the year and a lower portion of its net sales in the summer months. In
addition, PETsMART superstores typically draw from a large retail area, and can
also therefore be impacted by adverse weather and travel conditions.
CHANGES IN GOVERNMENT REGULATION
The Company is subject to laws governing its relationship with associates,
including minimum wage requirements, overtime, working conditions and
citizenship requirements. An increase in the minimum wage rate, employee benefit
costs or other costs associated with employees could adversely affect the
Company as well as the retail industry in general. In certain locations,
PETsMART leases space to veterinary clinics, including both clinics operated
by a subsidiary of PETsMART and independently-operated clinics, and the
Company intends to lease space to clinics in other superstores as
appropriate. Statutes and regulations in certain states or Canadian provinces
affecting the ownership of veterinary practices or the operation of
veterinary clinics within retail stores may impact the Company's ability to
operate veterinary clinics within certain of its facilities.
DEPENDENCE UPON KEY PERSONNEL
PETsMART is dependent to a large degree on the services of Samuel J.
Parker, Chairman; Mark S. Hansen, President and Chief Executive Officer; and C.
Donald Dorsey, Executive Vice President and Chief Financial Officer. The loss of
the services of Messrs. Parker, Hansen or Dorsey could have a material adverse
effect on PETsMART. In addition, there can be no assurance that PETsMART will be
able to attract and retain additional key personnel with the skills and
expertise necessary to manage its planned growth and expansion. PETsMART has
entered into employment letter agreements with each of Messrs. Parker, Hansen
and Dorsey providing for a severance allowance, equal to one year's base salary,
a pro-rata bonus and a one year contribution of health care benefits, in the
event he is terminated by PETsMART for reasons other than cause. The agreement
with Mr. Parker terminates as of PETsMART's 1997 Annual Stockholders' Meeting,
and the agreements with Messrs. Hansen and Dorsey terminate on February 1, 1998.
ADDITIONAL SHARES TO BE ISSUED BY PETSMART; SHARES ELIGIBLE FOR FUTURE SALE
The Company had 105,511,270 shares outstanding as of September 1, 1996.
Of these shares, approximately 2,582,044 shares are restricted securities
which have been registered for resale under effective registration statements
(File Nos. 33-95008, 33-99194 and 333-03251). In addition to the 979,328
shares registered herein, approximately 523,694 shares that were issued in
connection with the acquisition of State Line Tack are restricted securities
are not the subject of a currently effective registration statement. The
Company has agreed to register the State Line Tack shares (if they are not
then saleable under Rule 144) within 30 days after it files its Annual Report
on Form 10-K for its fiscal year ended February 2, 1997.
6.
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The Company has also filed a "shelf" registration statement on Form S-4 covering
4,000,000 shares to be used for future acquisitions of which 435,928 shares have
been issued to date. Sales of substantial amounts of Common Stock of the
Company in the public market in or subsequent to this offering could adversely
affect the prevailing market price of the Common Stock.
ANTI-TAKEOVER MEASURES
The PETsMART Certificate and the PETsMART By-laws include provisions that
may be deemed to have anti-takeover effects and may delay, defer or prevent a
change in management or control that stockholders might consider to be in their
best interests. These provisions include (i) a classified Board of Directors
consisting of three classes, (ii) Board of Directors authorization to issue up
to 10,000,000 shares of preferred stock in one or more series with such rights,
obligations, and preferences as the Board of Directors may provide, (iii)
elimination of the right of stockholders to call special meetings of
stockholders, (iv) the elimination of the right of stockholders to act by
written consent, and (v) certain advance notice procedures for nominating
candidates for election to the Board of Directors. In addition, the PETsMART
Certificate requires a 662/3% vote of stockholders to (i) alter or amend the
PETsMART By-laws; (ii) remove a director without cause; or (iii) alter, amend or
repeal certain sections of the Certificate. In addition, PETsMART is subject to
the provisions of Section 203 of the Delaware Law, which may have the effect of
restricting changes in control.
POSSIBLE VOLATILITY OF STOCK PRICE
Since the initial public offering of the Company's Common Stock in July
1993, the market value of the Company's Common Stock has been subject to
significant fluctuation. The market price of the Common Stock may continue to
be subject to significant fluctuations in response to operating results and
other factors. In addition, the stock market in recent years has experienced
price and volume fluctuations that often have been unrelated or disproportionate
to the operating performance of companies. These fluctuations, as well as
general economic and market conditions, may adversely affect the market price of
the Common Stock.
7.
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THE COMPANY
PETsMART is the leading operator of superstores specializing in pet food,
supplies, and services in the United States. As of July 28, 1996, PETsMART
operated 299 superstores in 33 states. PETsMART expects to open at least 18
additional superstores during the balance of fiscal 1996. PETsMART endeavors to
offer the pet owner the most complete assortment of pet products and services
available, at prices that are typically 10% to 30% below those offered by
supermarkets and other traditional pet food and pet supply outlets.
PETsMART carries an extensive selection of pet foods and treats, including
premium labels such as Science Diet and Iams, as well as other national
brand-name products such as Ralston Purina and Alpo and its own corporate brand
products. PETsMART's broad assortment of pet supplies includes collars, leashes,
health aids, shampoos, medications, toys, animal carriers, dog houses, cat
furniture, and equestrian supplies. Other products include fresh water tropical
fish and, in most superstores, domestically bred birds. To attract new customers
and to engender customer loyalty, PETsMART is a leader in the introduction of
innovative marketing programs, merchandising techniques and services for the pet
owner. For example, PETsMART offers on-site professional grooming services in
most superstores, conducts periodic vaccination clinics and obedience classes,
sponsors Luv-A-Pet adoption program and, in selected superstores, leases space
to veterinary clinics.
PETsMART's prototype 26,000 square foot superstore carries approximately
12,000 pet-related items as compared to an average of approximately 800 such
items in a typical supermarket, 20 such items in a typical warehouse club, 500
such items in a typical mass merchandiser and 1,000 items in a traditional pet
store. PETsMART's superstores utilize a hybrid retail-warehouse format that
reinforces the image of warehouse shopping at discount prices, enhances
merchandise presentation and provides a fun shopping experience for customers
and their pets. PETsMART superstores are generally located in sites co-anchored
by strong consumables-oriented retailers or other destination superstores, or
near major regional malls.
PETsMART is also the leading direct marketer of pet and equine supplies
through direct mail (catalog) operations which are managed by its Sporting Dog
and State Line Tack subsidiaries.
On July 19, 1996, the Company effected a 2-for-1 split of its common stock
in the form of a stock dividend to its stockholders of record on July 8, 1996.
All share and per share data in this Registration Statement and the related
Prospectus has been restated to reflect this stock split.
PETsMART was incorporated in Delaware in August 1986. The Company's
principal executive offices are located at 10000 N. 31st Avenue, Suite C-100,
Phoenix, Arizona 85051 and its telephone number is (602) 944-7070.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders in the offering.
DIVIDEND POLICY
PETsMART has never paid any cash dividends on its Common Stock. The
Company presently intends to retain earnings for use in its business and
therefore does not anticipate paying cash dividends in the foreseeable future.
In addition, the Company is prohibited from paying any cash dividends without
prior bank approval under the terms of its bank credit facility.
8.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders, the
number of shares of Common Stock owned beneficially by each of them as of
September 1, 1996 and the number of shares which may be offered pursuant to this
Prospectus. This information is based upon information provided by the Selling
Stockholders. The Selling Stockholders may sell all, some or none of their
Common Stock being offered.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY NUMBER SHARES BENEFICIALLY
OWNED PRIOR TO OF SHARES OWNED AFTER
OFFERING(1) BEING OFFERING(1)(3)
----------------------- -----------------------
NAME NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
- ------------------------------- --------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
William C. Davidson (4) . 163,058 * 126,658 36,400 *
Robert Davidson (5) . . . 267,226 * 180,942 86,284 *
Wm. Davidson Children's
Trust (6) . . . . . . . . 42,082 * 27,140 14,942 *
Wm. Davidson Children's
Trust II (6) . . . . . . 42,082 * 27,140 14,942 *
Canaan Venture L.P. . . . 93,136 * 48,532 44,604 *
Canaan Venture (Offshore)
L.P., C.V. . . . . . . . 222,578 * 115,988 106,590 *
J. H. Whitney & Co. . . . 32,902 * 32,902 0 *
Whitney 1990 Equity Fund,
L.P. . . . . . . . . . . 131,616 * 131,616 0 *
Davidson Holding
Co., Inc. . . . . . . . .(7) 131,814 * 79,110 52,704 *
A. C. Israel Enterprises,
Inc. (8) . . . . . . . . 94,278 * 70,002 24,326 *
PAW Partners, L.P. . . . 122,498 * 122,498 0 *
J. S. Frelinghuysen, Jr. 5,372 * 2,800 2,572 *
Leo Kahn . . . . . . . . 8,750 * 8,750 0 *
Thomas Israel (9) . . . . 10,074 * 5,250 4,824 *
</TABLE>
* Less than one percent.
(1) Unless otherwise indicated below, the persons named in the table have sole
voting and investment power with respect to all shares beneficially owned
by them, subject to community property laws where applicable.
(2) Applicable percentage of ownership is based on 105,511,270 shares of Common
Stock outstanding on September 1, 1996.
(3) Assumes the sale of all shares offered hereby and the sale of no shares
pursuant to Registration Statements Nos. 33-99194 and 333-03251. If all
the shares registered pursuant to Registration Statements Nos. 33-99194 and
333-03251 were also sold, none of the selling stockholders would own any
shares of the Company's Common Stock.
9.
<PAGE>
(4) Does not include 131,814 shares owned of record by Davidson Holding Co.,
Inc., over which William Davidson exercises shared voting power, 42,082
shares owned by the William Davidson Children's Trust, and 42,082 shares
owned by the William Davidson Children's Trust II. Mr. Davidson disclaims
beneficial ownership of the shares owned by the William Davidson Children's
Trust and the William Davidson Children's Trust II, over which he holds no
voting power.
(5) Does not include 131,814 shares owned of record by Davidson Holding Co.,
Inc., over which Robert Davidson exercises shared voting power.
(6) Does not include 163,058 shares owned of record by William Davidson.
(7) Does not include 163,058 shares owned of record by William Davidson, and
267,226 shares owned of record by Robert Davidson.
(8) Does not include 10,074 shares owned of record by Thomas Israel, the
chairman of A. C. Israel Enterprises, Inc.
(9) Does not include 94,328 shares owned of record by A. C. Israel Enterprises,
Inc., of which Mr. Israel is chairman of the Board.
10.
<PAGE>
PLAN OF DISTRIBUTION
The Company is registering the shares of Common Stock offered by the
Selling Stockholders hereunder pursuant to contractual registration rights
contained in the Agreement and Plan of Reorganization and Plan of Merger among
PETsMART, Turnpike Acquisition Corp., and the Pet Food Giant, Inc. ("Pet Food
Giant") dated as of August 17, 1995 (the "Reorganization Agreement"). Under
Section 8.1(i) of the Reorganization Agreement, the Selling Stockholders have
agreed to sell the shares of Common Stock offered hereby only to or through
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"). DLJ may receive
compensation in the form of underwriting discounts, commissions or concessions
from the Selling Stockholders or the purchasers of shares for whom they may act
as agent. Sales may be made on the Nasdaq National Market or in private
transactions or in a combination of such methods of sale, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholders and any persons who participate in the distribution of the Common
Stock offered hereby may be deemed to be underwriters within the meaning of the
Act, and any discounts, commissions or concessions received by them and any
provided pursuant to the sale of shares by them might be deemed to be
underwriting discounts and commissions under the Act.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.
The Company has agreed in the Reorganization Agreement to register the
shares of PETsMART Common Stock received by the Selling Stockholders and
certain other persons pursuant to the Reorganization Agreement under
applicable Federal and state securities laws under certain circumstances and
at certain times. Pursuant to such agreement, the Company has filed a
registration statement related to the shares offered hereby and has agreed to
keep such registration statement effective until the earliest of (i) the
second anniversary of the closing of the Pet Food Giant Merger (September 18,
1997), (ii) the termination of the holding period requirements under Rule
144, or (iii) the sale of all the securities registered thereunder. The
Company will pay substantially all of the expenses incident to the offering
and sale of the Common Stock to the public, other than commissions,
concessions and discounts of underwriters, dealers or agents. Such expenses
(excluding such commissions and discounts), are estimated to be $30,000. The
Reorganization Agreement provides for cross-indemnification of the Selling
Stockholders and the Company to the extent permitted by law, for losses,
claims, damages, liabilities and expenses arising, under certain
circumstances, out of any registration of the Common Stock.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward Castro Huddleson & Tatum, Palo
Alto, California.
EXPERTS
The consolidated financial statements of PETsMART, Inc. as of January 28,
1996 and January 29, 1995 and for each of the three years in the period ended
January 28, 1996, incorporated by reference in this Prospectus, except as they
relate to The Weisheimer Companies, Inc. d/b/a PETZAZZ ("PETZAZZ"), Petstuff,
Inc. ("Petstuff"), Sporting Dog Specialties, Inc. and affiliates ("Sporting
Dog"), and The Pet Food Giant, Inc. ("Pet Food Giant"), have been audited by
Price Waterhouse LLP, independent accountants, and insofar as they relate to the
financial statements of PETZAZZ for the ten months ended January 31, 1994, not
included separately herein, by Coopers and Lybrand L.L.P., to Petstuff as of
January 29, 1995 and for each of the two years in the period ended January 29,
1995, not included separately herein, by Deloitte & Touche LLP, to Sporting Dog
as of January 31, 1995 and for each of the two years in the period ended January
31, 1995, not included separately herein, by Davie, Kaplan & Braverman, P.C.,
and to Pet Food Giant as of December 31, 1994 and for each of the two years in
the period ended December 31, 1994, not included separately herein, by Coopers &
Lybrand L.L.P., whose reports are incorporated by reference. Such financial
statements have been so incorporated in reliance on the reports of such
independent accountants given on the authority of said firms as experts in
auditing and accounting.
The consolidated balance sheet of Petstuff, Inc. and subsidiaries as of
January 29, 1995, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the two years in the period
ended January 29, 1995 incorporated by reference in this Prospectus have been
audited by Deloitte & Touche LLP,
11.
<PAGE>
independent auditors, as stated in their report incorporated by reference herein
(which report expresses an unqualified opinion and includes an explanatory
paragraph regarding a certain complaint) and has been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The combined financial statements of Sporting Dog Specialties, Inc. and
affiliates as of January 31, 1995 and the related combined statements of income
and cash flows for each of the two years in the period ended January 31, 1995
incorporated by reference in this Prospectus, have been audited by Davie, Kaplan
& Braverman, P.C., independent auditors, as stated in their report incorporated
by reference herein and are so incorporated in reliance upon the report of such
firm given on their authority as experts in accounting and auditing.
The consolidated financial statements of The Pet Food Giant, Inc. as of
December 31, 1994 and for the two years in the period ended December 31, 1994
incorporated by reference in this Prospectus, have been audited by Coopers &
Lybrand L.L.P., independent auditors, as stated in their report incorporated by
reference herein and is so incorporated in reliance upon the report of such firm
given on their authority as experts in accounting and auditing.
The consolidated financial statements of State Line Tack, Inc. as of
December 31, 1995 and for each of the three years in the period ended December
31, 1995, incorporated by reference in this Prospectus, have been audited by
Arthur Andersen LLP, independent auditors, as stated in their report
incorporated by reference herein and is so incorporated in reliance upon the
report of such firm given on their authority as experts in accounting and
auditing.
The supplemental consolidated financial statements of PETsMART as of
January 28, 1996 and January 29, 1995 and for each of the three years in the
period ended January 28, 1996, incorporated by reference in this Prospectus,
except as they relate to PETZAZZ, Petstuff, Sporting Dog, Pet Food Giant and
State Line Tack, Inc. ("State Line"), have been audited by Price Waterhouse LLP,
independent accountants, and insofar as they relate to the financial statements
of Pet Food Giant as of December 31, 1994 and for each of the two years in the
period ended December 31, 1994, not included separately herein, by Coopers &
Lybrand L.L.P., and insofar as they relate to the financial statements of State
Line, as of December 31, 1995 and for each of the three years in the period
ended December 31, 1995, not included separately herein, by Arthur Andersen LLP,
and insofar as they relate to the financial statements of Petstuff as of January
29, 1995 and for each of the two years in the period ended January 29, 1995, not
included separately herein, by Deloitte & Touche LLP, and insofar as they relate
to the financial statements of Sporting Dog as of January 31, 1995 and for each
of the two years in the period ended January 31, 1995, not included separately
herein, by Davie, Kaplan and Braverman, P.C., and insofar as they relate to the
financial statements of PETZAZZ for the ten months ended January 31, 1994 not
included separately herein, by Coopers & Lybrand L.L.P., whose reports thereon
are incorporated by reference. Such financial statements have been so
incorporated in reliance on the reports of such independent accountants given on
the authority of such firms as experts in auditing and accounting.
12.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
--------------
PAGE
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
--------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
979,328 SHARES
PETsMART, INC.
COMMON STOCK
----------
PROSPECTUS
----------
__________ __, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Common Stock being registered. All the amounts shown are estimates
except for the registration fee.
Registration fee. . . . . . . . . . . . . . . $ 8,907
Blue sky qualification fees and expenses. . . --
Printing and engraving expenses . . . . . . . --
Legal fees and expenses . . . . . . . . . . . 15,000
Accounting Fees and Expenses. . . . . . . . . 10,000
Miscellaneous . . . . . . . . . . . . . . . . 2,093
----------
Total . . . . . . . . . . . . . . . . . . $ 36,000
----------
----------
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's Certificate of Incorporation and Bylaws include provisions
to (i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of a corporation, and,
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as directors and officers.
These provisions do not eliminate liability for breach of the director's duty of
loyalty to the Registrant or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit or for
any willful or negligent payment of any unlawful dividend or any unlawful stock
purchase agreement or redemption.
The Registrant has entered into agreements with its directors and executive
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Registrant or any of its listed enterprises, provided such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder.
The Registrant has purchased an insurance policy covering the officers and
directors of the Registrant with respect to certain liabilities arising under
the Securities Act or otherwise.
II-1
<PAGE>
ITEM 16. EXHIBITS
(a) Exhibits.
Exhibit
Number Description of Document
- ------- -----------------------
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Davie, Kaplan & Braverman, P.C.
23.5 Consent of Coopers & Lybrand L.L.P.
23.6 Consent of Arthur Andersen LLP.
23.7 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-4.
- ---------------------------------
ITEM 17. UNDERTAKINGS.
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 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;
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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; 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
offering.
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 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 15, 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
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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
II-2
<PAGE>
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-3
<PAGE>
SIGNATURES
THE REGISTRANT. 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-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on September 12, 1996.
PETsMART, Inc.
By /s/ MARK S. HANSEN
-------------------------------------------
Mark S. Hansen
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark S. Hansen and C. Donald Dorsey, and
each or any one of them, his true and lawful attorney-in-fact and agent, 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 (including
post-effective amendments) to this Registration Statement, and to file the same,
with all 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 and necessary to be done in connection therewith,
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 agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
II-4
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ SAMUEL J. PARKER
- ----------------------------- Chairman of the Board September 12, 1996
Samuel J. Parker
/s/ MARK S. HANSEN
- ----------------------------- President, Chief Executive Officer September 12, 1996
Mark S. Hansen and Director
(PRINCIPAL EXECUTIVE OFFICER)
/s/ C. DONALD DORSEY
- ----------------------------- Executive Vice President and September 12, 1996
C. Donald Dorsey Chief Financial Officer
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ DENIS L. DEFFOREY
- ----------------------------- Director September 12, 1996
Denis L. Defforey
/s/ DONNA R. ECTON
- ----------------------------- Director September 12, 1996
Donna R. Ecton
/s/ PHILIP L. FRANCIS
- ----------------------------- Director September 12, 1996
Philip L. Francis
/s/ RICHARD M. KOVACEVICH
- ----------------------------- Director September 12, 1996
Richard M. Kovacevich
- ----------------------------- Director
Lawrence S. Phillips
/s/ THOMAS G. STEMBERG
- ----------------------------- Director September 12, 1996
Thomas G. Stemberg
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Document Page Number
- ------- ----------------------- -----------
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Davie, Kaplan & Braverman, P.C.
23.5 Consent of Coopers & Lybrand L.L.P.
23.6 Consent of Arthur Andersen LLP.
23.7 Consent of Cooley Godward LLP. Reference is made
to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-4.
II-6
<PAGE>
[LETTERHEAD]
September 12, 1996
PETsMART, Inc.
10000 N. 31st Avenue
Suite C-100
Phoenix, Arizona 85051
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing on September 13, 1996 by PETsMART, Inc. (the "Company") of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission, with respect to the offer and sale of up
to 979,328 shares of the Company's Common Stock, $.0001 par value (the
"Common Stock"), by certain former shareholders of The Pet Food Giant, Inc.
("Pet Food Giant").
In connection with this opinion, we have examined and relied upon the
Registration Statement; the Company's Certificate of Incorporation, as
amended, and Bylaws; the Agreement and Plan of Reorganization and Plan of
Merger among the Company, Turnpike Acquisition Corp., and Pet Food Giant; and
the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment
are necessary or appropriate to enable us to render the opinion expressed
below.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the shares of Common Stock are validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Registration Statement and to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Robert J. Brigham
----------------------------
Robert J. Brigham
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated March 22, 1996 appearing on page F-2 of PETsMART, Inc.'s Annual Report
on Form 10-K for the year ended January 28, 1996. We also consent to the
incorporation by reference of our report dated March 22, 1996, appearing on
pages F-2 and F-3 of the Current Report on Form 8-K/A dated January 30,
1996. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
Price Waterhouse LLP
Phoenix, Arizona
September 12, 1996
<PAGE>
Exhibit 23.2(a)
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of PETsMART, Inc. and Subsidiaries of our report dated
March 24, 1994, on our audits of the financial statements of The Weisheimer
Companies, Inc., which report is included on Form 8-K/A of PETsMART, Inc. and
Subsidiaries dated January 30, 1996 filed on or about April 15, 1996.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
September 12, 1996
<PAGE>
Exhibit 23.2(b)
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of PETsMART, Inc. and Subsidiaries of our report dated
March 24, 1994, on our audits of the financial statements of The Weisheimer
Companies, Inc., which report is included on Form 10-K of PETsMART, Inc. and
Subsidiaries dated January 28, 1996.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
September 12, 1996
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the following Registration
Statements of PETsMART, Inc.:
Registration Statement No. Form
-------------------------- ----
33-95008 S-3
33-99197 S-3
333-03251 S-3
333-03696 S-4
To be filed on or about September 13, 1996 S-3
of our report dated March 17, 1995 (June 21, 1995 as to Note 11) (which
expresses an unqualified opinion and includes an explanatory paragraph
regarding a certain complaint), relating to the consolidated financial
statements of Petstuff, Inc. and subsidiaries as of January 29, 1995 and for
each of the two years in the period ended January 29, 1995, appearing in the
Current Report on Form 8-K/A of PETsMART, Inc. dated January 30, 1996 and in
the Annual Report on Form 10-K of PETsMART, Inc. for the fiscal year ended
January 28, 1996, and to the reference to us under the heading "Experts" in
each Prospectus, which is part of these Registration Statements.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
September 12, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
registration statement on Form S-3 of PETsMART, Inc. and Subsidiaries of our
report dated June 9, 1995, relating to the combined financial statements of
Sporting Dog Specialties, Inc. and Affiliates, which appears in such
Prospectus. We also consent to the references to us under the heading
"Experts" in such prospectus.
DAVIE, KAPLAN & BRAVERMAN, P.C.
Rochester, New York
September 12, 1996
<PAGE>
[LETTERHEAD]
Exhibit 23.5 (a)
CONSENT OF INDEPENDENT ACCOUNTANTS
------------------
We hereby consent to the incorporation by reference in the registration
statement of PETsMART, Inc. and Subsidiaries on Form S-3, Registration No. to
be assigned on or about September 13, 1996, of our report dated April 21,
1995, on our audits of the financial statements (not included separately in
the Annual Report on Form 10-K) of The Pet Food Giant, Inc., as of December
31, 1994 and December 25, 1993 and for each of the two years ended December
31, 1994, which report is included on Form 10-K of PETsMART, Inc. for the
fiscal year ended January 28, 1996.
COOPERS & LYBRAND, L.L.P.
Parsipphany, New Jersey
September 12, 1996
<PAGE>
[LETTERHEAD]
Exhibit 23.5 (b)
CONSENT OF INDEPENDENT ACCOUNTANTS
------------------
We hereby consent to the incorporation by reference in the registration
statement of PETsMART, Inc. and Subsidiaries on Form S-3, Registration No. to
be assigned on or about September 13, 1996, of our report dated April 21,
1995, on our audits of the financial statements of The Pet Food Giant, Inc.,
as of December 31, 1994 and December 25, 1993 and for each of the two years
ended December 31, 1994, which report is included on Form S-K/A of PETsMART,
Inc., dated January 30, 1996 filed on or about April 15, 1996.
COOPERS & LYBRAND, L.L.P.
Parsipphany, New Jersey
September 12, 1996
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 of our report dated March 22, 1996 on the
financial statements of State Line Tack, Inc. (the Company) as of December
31, 1995 and 1994, and for the three year period ended December 31, 1995
included in PETsMART, Inc.'s Form 8-K/A filed on April 15, 1996. It should be
noted that we have not audited any financial statements of the Company
subsequent to December 31, 1995 or performed any audit procedures subsequent
to the date of our report.
Arthur Andersen LLP
Boston, Massachusetts
September 12, 1996
