<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RESTORATION HARDWARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5719 68-0140361
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION
ORGANIZATION) NUMBER)
15 KOCH ROAD, SUITE J
CORTE MADERA, CA 94925
(415) 924-1005
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEPHEN GORDON
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
RESTORATION HARDWARE, INC.
15 KOCH ROAD, SUITE J
CORTE MADERA, CA 94925
(415) 924-1005
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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COPIES TO:
THERESE MROZEK, ESQ. PAUL C. PRINGLE, ESQ.
CURTIS L. MO, ESQ. GLENN F. BAITY, ESQ.
ANDREW R. HULL, ESQ. BROWN & WOOD LLP
BROBECK, PHLEGER & HARRISON LLP 555 CALIFORNIA STREET
TWO EMBARCADERO PLACE SUITE 5000
2200 GENG ROAD SAN FRANCISCO, CA 94104
PALO ALTO, CALIFORNIA 94303-0913 (415) 772-1200
(650) 424-0160
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration
Statement.
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. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X]
If this Form is 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
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.0001 par value.................. $3,760,500 $1,109.35
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(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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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 SUCH SECTION
8(a), MAY DETERMINE.
---------------
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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<PAGE>
INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-1 (Commission File No. 333-51027) filed by
Restoration Hardware, Inc. (the "Company") with the Securities and Exchange
Commission as declared effective on June 18, 1998, are incorporated herein by
reference.
EXHIBITS
The following exhibits are files as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ------- ------------------------------------------
5.1 Opinion of Brobeck, Phleger & Harrison LLP, as to the legality
of the securities
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages)
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN
FRANCISCO, STATE OF CALIFORNIA, ON JUNE 18, 1998.
Restoration Hardware, Inc.
/s/ Stephen Gordon
By: _________________________________
STEPHEN GORDON CHAIRMAN OF THE
BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, THAT EACH SUCH PERSON WHOSE SIGNATURE
APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS STEPHEN GORDON AND THOMAS LOW,
OR ANY OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, EACH
WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS
OR HER NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY
AMENDMENTS (WHETHER PRE-EFFECTIVE OR POST-EFFECTIVE) 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 EACH OF SAID ATTORNEYS-IN-FACT AND AGENTS 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 EACH OF SAID
ATTORNEYS-IN-FACT AND AGENTS, OR THEIR SUBSTITUTE OR SUBSTITUTES, MAY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
FOLLOWING CAPACITIES.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Stephen Gordon Chairman of the June 18, 1998
- ------------------------------------- Board, President
STEPHEN GORDON and Chief Executive
Officer (Principal
Executive Officer)
/s/ Thomas Christopher Director, Executive June 18, 1998
- ------------------------------------- Vice President and
THOMAS CHRISTOPHER Chief Operating
Officer
/s/ Thomas Low Chief Financial June 18, 1998
- ------------------------------------- Officer, Senior
THOMAS LOW Vice President and
Secretary
(Principal
Financial Officer
and Principal
Accounting Officer)
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert Camp Director June 18, 1998
- -------------------------------------
ROBERT CAMP
/s/ Raymond Hemmig Director June 18, 1998
- -------------------------------------
RAYMOND HEMMIG
/s/ Michael Lazarus Director June 18, 1998
- -------------------------------------
MICHAEL LAZARUS
/s/ Marshall Payne Director June 18, 1998
- -------------------------------------
MARSHALL PAYNE
/s/ Damon Ball Director June 18, 1998
- -------------------------------------
DAMON BALL
/s/ David Ferguson Director June 18, 1998
- -------------------------------------
DAVID FERGUSON
</TABLE>
<PAGE>
INDEX TO EXHIBITS
The following exhibits are files as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ------- ------------------------------------------
5.1 Opinion of Brobeck, Phleger & Harrison LLP as to the legality of
the securities
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit
5.1)
24.1 Powers of Attorney (included on signature pages)
<PAGE>
EXHIBIT 5.1
June 18, 1998
Restoration Hardware, Inc.
15 Koch Road, Suite J
Corte Madera, CA 94925
Re: Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by
Restoration Hardware, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") on June 18, 1998 (the "Registration Statement"),
in connection with the registration under the Securities Act of 1933, as
amended, of up to an additional number of shares of the Company's Common Stock,
par value $.0001 per share, having an aggregate offering price of $3,760,500
(the "Shares"). The Shares will be issued and sold pursuant to an Underwriting
Agreement (the "Underwriting Agreement") to be entered into among the Company,
certain selling stockholders and Goldman, Sachs & Co., BancAmerica Robertson
Stephens, NationsBanc Montgomery Securities LLC, and Piper Jaffray Inc. as
agents of the various underwriters named therein (collectively, the
"Underwriters"). The Shares will be offered for sale to the public by such
Underwriters together with shares of the same class registered pursuant to the
Company's Registration Statement on Form S-1, as amended (File No. 333-51027),
which was declared effective earlier today (the "Initial Registration
Statement").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Registration Statement, the Initial Registration
Statement, the Certificate of Incorporation of the Company, and such other
documents as we have deemed relevant to expressing the opinions contained
herein. As your counsel in connection with this transaction, we have also
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale and issuance of the Shares. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents presented to us as originals, the conformity to the originals
of all documents presented to us as copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, it is our opinion that, upon conclusion of
the proceedings being taken or contemplated by us, as your counsel, to be
taken prior to the issuance of the Shares, the Shares, when issued and sold in
the manner described in the Registration Statement, will be validly issued,
fully paid and nonassessable.
This opinion is rendered solely to you in connection with the above
matter, and may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of the name of our firm under the caption
"Validity of the Issuance of the Common Stock" in the prospectus included as a
part of the Initial Registration Statement which has been incorporated by
reference into the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required by Section 7 of the Act or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
Brobeck, Phleger & Harrison LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Restoration Hardware, Inc. on Form S-1 of our report dated April 16, 1998
for Michael's Concepts in Wood, Inc. and of our report dated April 6, 1998,
May 27, 1998, as to the last two paragraphs of Note 10, and June 16, 1998, as
to Note 11 (which expresses an unqualified opinion and includes an explanatory
paragraph relating to the restatement described in Note 11) for Restoration
Hardware, Inc., and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
San Francisco, California
June 18, 1998
