<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1996
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PETsMART, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3024325
(State of Incorporation) (I.R.S. Employer Identification No.)
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10000 NORTH 31ST AVENUE, SUITE C-100
PHOENIX, AZ 85051
(602) 944-7070
(Address and telephone number of principal executive offices)
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COMMON STOCK ISSUED UPON CANCELLATION OF SHARE OPTIONS ORIGINALLY
GRANTED UNDER THE PET CITY HOLDINGS plc 1993 SHARE OPTION
SCHEME, 1995 SAVINGS RELATED SHARE OPTION SCHEME AND
PURSUANT TO CERTAIN SPECIAL OPTION GRANTS TO
RICHARD NORTHCOTT AND GILES CLARK
MARK S. HANSEN
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
PETSMART, INC.
10000 NORTH 31ST AVENUE, SUITE C-300
PHOENIX, AZ 85051
(602) 944-7070
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
----------------------------
Copies to:
Alan C. Mendelson, Esq.
Cooley Godward LLP
Five Palo Alto Square, Suite 400
Palo Alto, CA 94306
(415) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED (1) (1) FEE
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<S> <C> <C> <C> <C>
Common Stock (par value $.0001) 396,460 $26.250 $10,407,075.00 $3,153.66
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, as amended (the "Act"). The price per share
and aggregate offering price are based upon the average of the high
and the low prices of Registrant's Common Stock on November 4, 1996,
as reported on the NASDAQ National Market System.
<PAGE>
Approximate date of commencement of proposed sale to the public: Simultaneously
with the Closing of the related Merger.
The shares to be registered hereunder will be issued by PETsMART, Inc. (the
"Company") in connection with a Merger between the Company and Pet City Holdings
plc, a public limited company incorporated in England and Wales ("Pet City")
pursuant to a Scheme of Arrangement in exchange for the cancellation of options
originally granted to employees and certain senior executives of Pet City under
the Pet City 1993 Employee Share Option Scheme, 1995 Savings Related Share
Option Scheme and pursuant to certain board-approved Special Option Grants to
Richard Northcott and Giles Clarke.
ii.
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference into this Registration
Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 28, 1996 (File No. 0-21888), 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 (File No. 0-21888), 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 (File No. 0-21888), filed on or about September 9, 1996
including all material incorporated by reference therein;
(d) the Company's Current Report on Form 8-K (File No. 0-21888) 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 (File No. 0-21888), dated July 19, 1996 and filed on or about
September 10, 1996.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration statement
from the date of the filing of such reports and documents.
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 against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's By-laws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's By-laws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The By-laws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the indemnified party to repay such advances if it is ultimately determined
that the indemnified party is not entitled to indemnification.
The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law.
II-1
<PAGE>
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1(i) Consent of Price Waterhouse LLP.
23.1(ii) Consent of Deloitte & Touche LLP.
23.1(iii) Consent of Coopers & Lybrand L.L.P.
23.1(iv) Consent of Coopers & Lybrand L.L.P.
23.1(v) Consent of Davie Kaplan & Braverman PC.
23.1(vi) Consent of Arthur Andersen LLP.
23.2(i) Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1 See page II-4.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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 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 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 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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.
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-8 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 November 5, 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>
<S> <C>
SIGNATURE TITLE DATE
/s/ SAMUEL J. PARKER Chairman of the Board November 5, 1996
- ----------------------------------
Samuel J. Parker
/s/ MARK S. HANSEN President, Chief Executive November 5, 1996
- ---------------------------------- Officer and Director
Mark S. Hansen (PRINCIPAL EXECUTIVE OFFICER)
/s/ C. DONALD DORSEY Executive Vice President and November 5, 1996
- ---------------------------------- Chief Financial Officer
C. Donald Dorsey (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ DENIS L. DEFFOREY Director November 5, 1996
- ----------------------------------
Denis L. Defforey
/s/ DONNA R. ECTON Director November 5, 1996
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Donna R. Ecton
/s/ PHILIP L. FRANCIS Director November 5, 1996
- ----------------------------------
Philip L. Francis
/s/ RICHARD M. KOVACEVICH Director November 5, 1996
- ----------------------------------
Richard M. Kovacevich
/s/ LAWRENCE S. PHILLIPS Director November 5, 1996
- ----------------------------------
Lawrence S. Phillips
Director
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Thomas G. Stemberg
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1(i) Consent of Price Waterhouse LLP.
23.1(ii) Consent of Deloitte & Touche LLP.
23.1(iii) Consent of Coopers & Lybrand L.L.P.
23.1(iv) Consent of Coopers & Lybrand L.L.P.
23.1(v) Consent of Davie Kaplan & Braverman.
23.1(vi) Consent of Arthur Andersen LLP.
23.2(i) Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 See page II-4.
II-6
<PAGE>
EXHIBIT 5.1
COOLEY GODWARD LLP
DRAFT: 11/5/96
[LETTERHEAD]
November 6, 1996
PETsMART, Inc.
10000 North 31st Street
Suite C-100
Phoenix, AZ 85051
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by PETsMART, Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 396,460 shares of the Company's Common
Stock, $0.0001 par value, (the "Shares") in exchange for cancellation of options
granted pursuant to the Pet City Holdings plc ("Pet City") 1993 Employee Share
Option Scheme, 1995 Savings Related Share Option Scheme and pursuant to certain
Special Option grants to Richard Northcott and Giles Clarke which are being
assumed by the Company (together, the "Pet City Option Schemes").
In connection with this opinion, we have examined the Registration Statement and
related draft Prospectuses, your Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued upon cancellation of the related options
granted under the Pet City Option Schemes, the Registration Statement and
related Prospectuses, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Michael R. Jacobson
Michael R. Jacobson
<PAGE>
EXHIBIT 23.1(i)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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 in the Current Report on Form 8-K/A of PETsMART, Inc.
dated January 30, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Phoenix, Arizona
November 1, 1996
<PAGE>
EXHIBIT 23.1 (ii)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of PETsMART, Inc. on Form S-8 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 Annual Report on Form 10-K of PETsMART, Inc. for
the fiscal year ended January 28, 1996 and the Current Report on Form 8K/A of
PETsMART, Inc. dated January 30, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 1, 1996
<PAGE>
EXHIBIT 23.1(iii)(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of PETsMART, Inc. and Subsidiaries of our report dated
March 24, 1994, on our audits of the financial statements (not included
separately in the Annual Report on Form 10-K) of The Weisheimer Companies, Inc.,
which report is included on Form 10-K of PETsMART, Inc. and Subsidiaries for
fiscal year ended January 28, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
November 1, 1996
<PAGE>
EXHIBIT 23.1(iii)(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 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.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
November 1, 1996
<PAGE>
EXHIBIT 23.1 (iv)(a)
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
--------------
We hereby consent to the incorporation by reference in the registration
statement of PETsMART, Inc. and Subsidiaries on Form S-8, Registration No. to
be assigned on or about November 4, 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.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
November 1, 1996
<PAGE>
EXHIBIT 23.1 (iv)(b)
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
------------------
We hereby consent to the incorporation by reference in the registration
statement of PETsMART, Inc. and Subsidiaries on Form S-8, Registration No. to be
assigned on or about November 4, 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 8-K/A of PETsMART, Inc.,
dated January 30, 1996 filed on or about April 15, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
November 1, 1996
<PAGE>
EXHIBIT 23.1 (v)
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
registration statement on Form S-8 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.
/s/ Davie, Kaplan & Braverman, P.C.
DAVIE, KAPLAN & BRAVERMAN, P.C.
Rochester, New York
November 1, 1996
<PAGE>
EXHIBIT 23.1 (vi)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 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.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 1, 1996
