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As filed with the Securities and Exchange Commission on September 12, 2000
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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RESTORATION HARDWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 68-0140361
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
15 KOCH ROAD, SUITE J
CORTE MADERA, CALIFORNIA 94925
(Address of principal executive offices) (Zip Code)
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RESTORATION HARDWARE, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the Plans)
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STEPHEN GORDON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
RESTORATION HARDWARE, INC.
15 KOCH ROAD, SUITE J
CORTE MADERA, CALIFORNIA 94925
(Name and address of Agent for service)
(415) 924-1005
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Price Aggregate Amount of
to be Registered Registered per Share (2) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Restoration Hardware, Inc.
1998 Stock Incentive Plan
Common Stock, $.0001 par value 506,973 shares $5.81 $2,946,780.50 $777.95
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Registrant's 1998 Stock
Incentive Plan and by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in
the number of the outstanding shares of the Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
average of the high and low selling prices per share of the Registrant's
Common Stock on September 5, 2000, as reported on the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Restoration Hardware, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 30, 1998, filed with the SEC on April 29,1999, as
amended on Form 10-K405/A filed with the Commission on February
3, 2000, pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "1934 Act");
(b) The Registrant's Current Reports on Form 8-K for the period date
March 20, 2000 filed with the SEC on March 21, 2000;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 29, 2000, filed with the SEC on June 13,
and;
(d) The Registrant's Registration Statement No. 000-24261 on Form on
Form 8-A12G, filed with the SEC on May 14, 1998 and amended on
June 3, 1998, pursuant to Section 12(g) of the 1934 Act, in
which there is described the terms, rights, and provisions
applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by
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 Registration
Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Registrant's Amended and Restated Certificate of
Incorporation limits or eliminates the liability of Registrant's directors to
Registrant or its stockholders for monetary damage to the fullest extent
permitted by the Delaware General Corporation Law ("DGCL"). As permitted by the
DGCL , Registrant's Amended and Restated Certificate of Incorporation provides
that Registrant's directors shall not be personally liable to Registrant or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of such person's duty of loyalty to
Registrant or its stockholders; (ii) for acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law; (iii) for
payment of dividends or
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approval of stock repurchases or redemptions that are prohibited by Section 174
of the Delaware General Corporation Law; and (iv) for any transaction resulting
in receipt by such person of an improper personal benefit.
Registrant's Amended and Restated Certificate of Incorporation
also contains provisions indemnifying its directors and officers to the fullest
extent permitted by the Delaware General Corporation Law. Registrant currently
has directors' and officers' liability insurance to provide its directors and
officers with insurance coverage for losses arising from claims based on
breaches of duty, negligence, errors and other wrongful acts. Registrant has
also entered into agreements to indemnify its directors and executive officers,
in addition to the indemnification provided for in Registrant's Amended and
Restated Certificate of Incorporation. Registrant believes that these agreements
are necessary to attract and retain qualified directors and executive officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-24261 on
Form 8-A, together with the exhibits thereto, which is
incorporated herein by reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
99.1 Restoration Hardware, Inc. 1998 Stock Incentive Plan.
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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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; 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 Registrant's 1998
Stock Incentive Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or
2
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otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act 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 Corte Madera, State of California on this
twelfth day of September, 2000.
RESTORATION HARDWARE, INC.
By: /s/ Stephen Gordon
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Stephen Gordon
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Restoration Hardware,
Inc., a Delaware corporation, do hereby constitute and appoint Stephen Gordon
and Walter Parks and each of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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 capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Stephen Gordon Chairman of the Board and September 12, 2000
------------------------------- Chief Executive Officer
Stephen Gordon (Principal Executive Officer)
/s/ Thomas Christopher Director, President and
------------------------------- Chief Operating Officer September 12, 2000
Thomas Christopher
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<TABLE>
<S> <C> <C>
/s/ Walter Parks Executive Vice-President, September 12, 2000
------------------------------- Chief Administrative Officer
Walter Parks
/s/ Robert Camp Director September 12, 2000
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Robert Camp
/s/ Raymond Hemmig Director September 12, 2000
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Raymond Hemmig
/s/ Marshall Payne Director September 12, 2000
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Marshall Payne
/s/ Damon Ball Director September 12, 2000
-------------------------------
Damon Ball
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
RESTORATION HARDWARE, INC.
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EXHIBIT INDEX
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Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-24261 on
Form 8-A, together with the exhibits thereto, which is
incorporated herein by reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
99.1 Restoration Hardware, Inc. 1998 Stock Incentive
Plan.
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