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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.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
33-0493559
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(I.R.S. Employer Identification No.)
2261 Cosmos Court
Carlsbad, California 92009
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(Address of Principal Executive Offices)
GLACIER WATER SERVICES, INC. STOCK COMPENSATION PROGRAM
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(Full Title of the Plan)
Mr. Jerry A. Gordon
President, Chief Operating Officer and Director
2261 Cosmos Court
Carlsbad, California 92009
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(Name and Address of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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)
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 per share 1) 82,516 1) $12.125 1) $1,000,506.50 $769
2) 162,484 2) $11.75 2) $1,909,187.00
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(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. 1994 Stock Compensation Program of the Registrant.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, 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 on
either the exercise price for the stock or the average of the
high and low prices of the Common Stock of the Registrant on the
American Stock Exchange on July 27, 2000, the last date trading
occurred in the Common Stock prior to the date of filing of this
Registration Statement.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement filed under the Securities Act of 1933, as
amended, 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"). All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities then offered have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents with the Commission.
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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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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 Carlsbad, state of California, on this 10th day
of August, 2000.
GLACIER WATER SERVICES, INC.
By: /s/ Jerry A. Gordon
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Name: Jerry A. Gordon
Title: President, Chief Executive Officer and
Director
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Jerry A. Gordon President, Chief Executive Officer and August 10, 2000
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Jerry A. Gordon Director
/s/ Jerry R. Welch Director August 10, 2000
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Jerry R. Welch
/s/ Peter H. Neuwirth Vice Chairman of the Board August 10, 2000
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Peter H. Neuwirth
/s/ Richard A. Kayne Chairman of the Board August 10, 2000
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Richard A. Kayne
/s/ Robert V. Sinnott Director August 10, 2000
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Robert V. Sinnott
/s/ Douglas C. Boyd Director August 10, 2000
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Douglas C. Boyd
Director August 10, 2000
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Scott H. Shlecter
/s/ David Walters Vice President, Chief Financial August 10, 2000
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W. David Walters Officer (principal financial and
accounting officer)
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of Milbank, Tweed, Hadley & McCloy LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Milbank, Tweed, Hadley & McCloy LLP. (included in
Exhibit 5).
