<PAGE>
As filed with the Securities and Exchange Commission on April 25, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
LESLIE'S POOLMART
(Exact name of registrant as specified in its charter)
---------------
California 93-0976447
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------
20630 Plummer Street
Chatsworth, California 91311
(Address, including zip code, of Principal Executive Offices)
--------------
LESLIE'S POOLMART 1990 STOCK OPTION PLAN
(Full title of the plan)
BRIAN P. MCDERMOTT
President and Chief Executive Officer
LESLIE'S POOLMART
20630 Plummer Street
Chatsworth, California 91311
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (818) 993-4212
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 600,000 $13.50 $8,100,000 $2,455.00
=================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933, as amended. The Proposed Maximum Aggregate Offering Price is based on
the last sale price on the National Association of Securities Dealers
Automated Quotation System, National Market System on April 23, 1997 of
$13.50 per share with respect to the 600,000 shares issuable under the
Company's 1990 Stock Option Plan.
(2) This Registration Statement covers, in addition to such number of shares
issuable upon exercise of the Options to be granted under the 1990 Stock
Option Plan, an indeterminate number of additional shares which may become
subject to Options as a result of the adjustment provisions of the Plan.
The registration fee is calculated only on the stated number of shares.
================================================================================
<PAGE>
PART II 1/
-
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated into this
Registration Statement and made a part hereof by this reference:
(a) The Company's definitive Proxy Statement pertaining to
the Company's 1996 Annual Meeting of Shareholders (file
no. 0-19096), filed with the Securities and Exchange
Commission (the "Commission") on April 16, 1996, pursuant to
the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1996 (file no. 0-19096), filed with the
Commission on March 28, 1997, pursuant to the Exchange Act;
and
(c) The description of the Company's Common Stock contained in
Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Registration No. 33-39412) under the heading
"DESCRIPTION OF CAPITAL STOCK, Common Stock," filed with the
Commission on April 17, 1991, under the Securities Act.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and prior to the filing of a post-
effective amendment which indicates that all securities offered herein have been
sold or which deregisters 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 the filing of such documents with the Commission.
Item 4. Description of Securities
A description of the Company's Common Stock is contained in Amendment
No. 1 to the Company's Registration Statement on Form S-1 (Registration
No. 33-39412) and is incorporated by reference herein.
Item 5. Interests of Named Experts and Counsel
Cynthia G. Watts, General Counsel for the Company, has rendered an
opinion to the effect that the Option Stock issued will be duly and validly
issued, fully paid and nonassessable. Ms. Watts is employed by the Company as
Vice President, General Counsel and Secretary. She owns 1,051 shares of the
Company's Common Stock, and holds options issued under
- ------------------
1/ Information required by Part I of Form S-8 is contained in a Section 10(a)
- -
prospectus to be distributed to each optionee and is omitted from this
registration Statement in accordance with Rule 428 under the Securities Act of
1933, as amended, and the Note to Part I of Form S-8.
2
<PAGE>
the 1990 Stock Option Plan to purchase 44,163 shares, as well as options issued
outside of any plan to purchase 10,087 shares of the Company's Common Stock
(subject to vesting).
Item 6. Indemnification of Officers and Directors
Section 317 of the California General Corporation Law (the "California
Law") and Article VI of the Company's bylaws, as amended (the "Bylaws"), provide
for the indemnification of directors, officers and "agents" (as defined in
Section 317 of the California Law) under certain circumstances. The Bylaws
require the Company to indemnify its directors, and grant the Company the power
to indemnify its officers and agents, under certain circumstances to the extent
permitted by the California Law against certain expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of his or her position as a director,
officer or agent. Pursuant to the California Law and the Company's Bylaws, the
Company is required to indemnify directors, officers and agents against expenses
actually and reasonably incurred to the extent that such party is successful on
the merits in defense of certain proceedings.
The Company's Restated Articles of Incorporation, as allowed by the
California Law, provide for the indemnification, subject to certain limitations,
of directors, officers and agents for breach of their duty to a corporation and
its shareholders in excess of that expressly permitted by Section 317 of the
California Law. The Company's Restated Articles of Incorporation also eliminate
the personal liability of the directors for monetary damages to the fullest
extent permissible under the California Law.
The Company maintains a director's and officer's liability insurance
policy, insuring such individuals against certain liabilities asserted against
or incurred by the directors and officers in their capacity as such.
The Company has entered into supplemental indemnification agreements
with its directors and officers that require the Company 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
person may be made a party by reason of the fact that such person is or was a
director or officer of the Company or any of its affiliated 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 interest of the Company 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 indemnification agreements are not intended to deny or
otherwise limit third-party or derivative suits against the Company or its
directors or officers, but if a director or officer were entitled to indemnity
or contribution under the indemnification agreement, the financial burden of a
third-party suit would be borne by the Company, and the Company would not
benefit from derivative recoveries against the director or officer. Such
recoveries would accrue to the benefit of the Company but would be offset by the
Company's obligations to the director or officer under the indemnification
agreement.
The above discussion of the Company's Bylaws, Restated Articles of
Incorporation, indemnification agreements, the Underwriting Agreement and of the
California Law is not intended to be exhaustive and is respectively qualified in
its entirety by such Bylaws, Restated Articles of Incorporation, indemnification
agreements, the Underwriting Agreement and statutes.
3
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibits
--------
*4.1 Restated Articles of Incorporation of the Company.
*4.2 Bylaws of the Company.
*4.3 The 1990 Stock Option Plan of the Company and forms of Incentive
Stock Option Agreement and Nonstatutory Stock Option Agreement.
5. Opinion of Cynthia G. Watts.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Cynthia G. Watts (included in Exhibit 5).
24. Power of Attorney (included in page 6 hereof).
Item 9. Undertakings
(1) The Company hereby undertakes:
(a) 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;
(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;
(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 the undertakings set forth in
-------- -------
paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is
- ---------------------
*Incorporated by reference to the Company's Registration Statement on Form S-1,
Registration No. 33-39412.
4
<PAGE>
contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to 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) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in 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.
(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chatsworth, State of California, on April 16, 1997.
LESLIE'S POOLMART
By: /s/ BRIAN P. MCDERMOTT
-------------------------
Brian P. McDermott,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Fourticq and Brian P.
McDermott, with full power to act without the other, and each of them, as his
true and lawful attorneys-in-fact and agents, 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 substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ MICHAEL J. FOURTICQ Chairman of the April 16, 1997
- ----------------------- Board of Directors
Michael J. Fourticq
/s/ BRIAN P. MCDERMOTT Chief Executive Officer, April 16, 1997
- ---------------------- President and Director
Brian P. McDermott
/s/ ROBERT D. OLSEN Chief Financial Officer April 16, 1997
- -------------------
Robert D. Olsen
/s/ JOHN A. CANNING Director April 16, 1997
- -------------------
John A. Canning
/s/ RICHARD H. HILLMAN Director April 16, 1997
- ----------------------
Richard H. Hillman
/s/ DALE R. LAURANCE Director April 16, 1997
- --------------------
Dr. Dale R. Laurance
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibits Numbered Pages
-------- --------------
*4.1 Restated Articles of
Incorporation of the Company.
*4.2 Bylaws of the Company.
*4.3 The 1990 Stock Option Plan of the Company and forms
of Incentive Stock Option Agreement and Nonstatutory
Stock Option Agreement.
5. Opinion of Cynthia G. Watts. 8
23.1 Consent of Arthur Andersen LLP. 9
23.2 Consent of Cynthia G. Watts (included in Exhibit 5).
24. Power of Attorney (included in sequentially numbered
page 6).
- -----------------
*Incorporated by reference to the Company's Registration Statement on Form S-1,
Registration No. 33-39412.
7
<PAGE>
EXHIBIT 5
[LETTERHEAD OF LESLIE'S POOLMART(TM)]
April 16, 1997
Leslie's Poolmart
20630 Plummer St.
Chatsworth, CA 91311
Ladies and Gentlemen:
I am General Counsel to Leslie's Poolmart, a California corporation (the
"Company"). In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of options (the "Options") to purchase up to 600,000 shares (the
"Shares") of its Common Stock, pursuant to the Leslie's Poolmart 1990 Stock
Option Plan (as amended to date, the "Plan"), I am rendering certain legal
opinions to the Company pertaining to the Options and the Shares, and furnishing
this opinion of counsel to the Company for filing as Exhibit 5 to the
Registration Statement.
In my capacity as your counsel in the connection referred to above, I have
examined the Registration Statement, the Plan, the Certificate of Incorporation
and the Bylaws, each as amended to date, of the Company, and the original
copies, or copies certified or otherwise identified, of records of corporate
action of the Company, certificates of public officials, statutes and other
instruments and documents, as a basis for the opinions hereinafter expressed.
Based upon my examination as aforesaid, I am of the opinion that the Shares,
when purchased and paid for as described in the Registration Statement and the
Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion of counsel as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ Cynthia G. Watts
Cynthia G. Watts
Vice President and General Counsel
CGW:pgo
<PAGE>
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 6, 1997
included in Leslie's Poolmart's Form 10-K for the year ended December 28, 1996,
and to all references to our firm included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
April 24, 1997
