<PAGE>
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLACIER WATER SERVICES, INC.
----------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
--------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
33-0493559
------------------------------------
(I.R.S. Employer Identification No.)
2261 COSMOS COURT
CARLSBAD, CALIFORNIA 92009
-----------------------------------------
(Address of Principal Executive Offices)
GLACIER WATER SERVICES, INC. STOCK COMPENSATION PROGRAM
-------------------------------------------------------
(Full Title of the Plan)
MR. JERRY A. GORDON
PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR
2261 COSMOS COURT
CARLSBAD, CALIFORNIA 92009
-------------------------------------------
(Name and Address of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Maximum Proposed Maximum
Title Of Securities To Amount To Be Offering Price Per Aggregate Offering Amount of Registration
Be Registered Registered (1) Share (2) Price (2) Fee (2)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Common Stock, 1) 205,552 1) $31.25 1) $6,423,500 $3,796.57
$0.01 per share 2) 172,448 2) $29.50 2) $5,087,216
3) 46,000 3) $26.25 3) $1,207,500
4) 6,000 4) $25.25 4) $151,500
==================================================================================================================
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of operation of the anti-
dilution provisions of the Glacier Water Services, Inc. Stock
Compensation Program of the Registrant.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
(the "Securities Act"), the proposed maximum offering price per share
and the proposed maximum aggregate offering price are estimated solely
for purposes of calculating the registration fee and are based upon
either the exercise price of the stock or the average of the high and
low prices of the Common Stock of the Registrant on the American Stock
Exchange on June 17, 1998.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement filed under the Securities Act by Glacier Water
Services, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") hereby incorporates by reference the contents of the
registration statement relating to the registration of 142,250 shares of Common
Stock of the Company (File No. 33-80016) filed on June 8, 1994 (the
"Registration Statement").
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(AS UPDATED THROUGH THE DATE OF THIS REGISTRATION STATEMENT)
Each of the items required in Part II of the Registration Statement remain
correct as of the date of the filing of this registration statement on Form S-8.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Carlsbad, state of California, on this 22nd day of
July, 1998.
GLACIER WATER SERVICES, INC.
By: /s/ Jerry A. Gordon
-------------------
Name: Jerry A. Gordon
Title: President, Chief Operating Officer and
Director
Pursuant to the requirements of the Securities Act, 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/ Jerry A. Gordon President, Chief June 22, 1998
- -------------------------------------- Operating Officer and
Jerry A. Gordon Director
/s/ Jerry R. Welch Chairman of the Board and June 22, 1998
- -------------------------------------- Chief Executive Officer
Jerry R. Welch
/s/ Peter B. Foreman Director June 22, 1998
- --------------------------------------
Peter B. Foreman
/s/ Richard A. Kayne Director June 22, 1998
- --------------------------------------
Richard A. Kayne
/s/ Robert V. Sinnott Director June 22, 1998
- --------------------------------------
Robert V. Sinnott
/s/ Douglas C. Boyd Director June 22, 1998
- --------------------------------------
Douglas C. Boyd
/s/ Scott H. Shlecter Director June 22, 1998
- --------------------------------------
Scott H. Shlecter
/s/ Brenda K. Foster Vice President, June 22, 1998
- -------------------------------------- Controller (principal
Brenda K. Foster financial and
accounting officer)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
5 Opinion of Milbank, Tweed, Hadley & McCloy.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Milbank, Tweed, Hadley & McCloy.
(included in Exhibit 5).
</TABLE>
<PAGE>
Exhibit 5
Milbank, Tweed, Hadley & McCloy
601 South Figueroa Avenue, 30th Floor
Los Angeles, California 90017
Phone: (213) 892-4000
Fax: (213) 629-5063
June 22, 1998
Glacier Water Services, Inc.
2261 Cosmos Court
Carlsbad, California 92009
Ladies and Gentlemen:
We have examined the registration statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 430,000 additional shares of Common Stock, par value
$0.01 per share (the "Common Stock"), of Glacier Water Services, Inc. (the
"Company") issuable under the Company's Stock Compensation Program (the
"Program"). As your counsel in connection with this transaction, we have
examined copies, certified to our satisfaction, of the Program and such records
of the Company as we have deemed necessary as a basis for the opinion expressed
below.
Based on these examinations, it is our opinion that upon the registration
of the Common Stock under the Securities Act, the issuance of the Common Stock
in accordance with the terms and conditions of the Program and the receipt by
the Company of consideration to be received by the Company pursuant to the
Program, the Common Stock will be legally and validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. This opinion is furnished to you in connection with the registration
of the Common Stock, is solely for your benefit and may not be relied upon by,
nor copies delivered to, any other person or entity without our prior written
consent.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy
------------------------------------
KJB/NJW
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made part of this
registration statement.
ARTHUR ANDERSEN LLP
San Diego, California
June 22, 1998
