<PAGE>
Registration No.____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Natural Wonders, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 77-0141610
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization
4209 Technology Drive
Fremont, California 94538
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(Address of principal executive offices) (Zip code)
Natural Wonders, Inc.
Amended and Restated 1993 Omnibus Stock Plan
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(Full title of the plan)
Kathleen M. Chatfield
President and
Chief Executive Officer
Natural Wonders, Inc.
4209 Technology Drive
Fremont, California 94538
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(Name and address of agent for service)
(510) 252-9600
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(telephone number, including area code, of agent for service)
This registration statement, including all exhibits and attachments, contains 8
pages. The exhibit index may be found on page 6 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee (2)
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<S> <C> <C> <C> <C>
Common Stock 290,000 $4.50 $1,305,000 $384.98
Par Value $0.01
</TABLE>
The approximate date of commencement of proposed sale of these securities is as
soon as practicable after this Registration Statement becomes effective.
- ------------------
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
"Act"). Pursuant to Rule 457(c), the maximum offering price per unit is
$4.50, the average of the high and low sale prices of a share of the
Registrant's Common Stock reported in the National Market System of the
NASDAQ Stock Market ("NASDAQ/NMS") on March 25, 1998, and the maximum
aggregate offering price is the product of $4.50 and 290,000, the number of
shares of the Registrant's Common Stock being registered hereby.
(2) The registration fee for the securities being registered hereby has been
calculated pursuant to Section 6(b) of the Securities Act and 457(c)
promulgated thereunder.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Natural Wonders, Inc. (the "Company") hereby incorporates by reference in
this registration statement the Company's Registration Statement on Form S-8
(No. 33-80017) filed with the Securities and Exchange Commission on December 6,
1995 with respect to shares of the Company's common stock issuable under the
Company's Amended and Restated 1993 Omnibus Stock Plan.
II-1
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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 Fremont, State of California, on March 27, 1998.
Natural Wonders, Inc.
By: /s/ Kathleen M. Chatfield
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Kathleen M. Chatfield, President
and Chief Executive Officer
II-2
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POWER OF ATTORNEY
The officers and directors of Natural Wonders, Inc. whose signatures appear
below, hereby constitute and appoint Kathleen M. Chatfield and Michael J. Waide,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their, her or his substitutes, shall 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 by the following
persons in the capacities indicated on May 23, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------
<S> <C>
/s/ Kathleen M. Chatfield
- ------------------------- Chief Executive Officer,
Kathleen M. Chatfield President and Director
(Principal Executive Officer)
/s/ Michael J. Waide
- ------------------------- Vice President Finance, Chief
Michael J. Waide Financial Officer and Secretary
(Principal Financial
and Accounting Officer)
/s/ Pearson C. Cummin III
- ------------------------- Chairman of the Board and
Pearson C. Cummin III Director
/s/ Peter G. Hanelt
- ------------------------- Director
Peter G. Hanelt
/s/ Peter L. Harris
- ------------------------- Director
Peter L. Harris
/s/ Julius Jensen III
- ------------------------- Director
Julius Jensen III
</TABLE>
II-3
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Numbered Page
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<S> <C> <C>
5 Opinion re legality 7
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Deloitte & Touche LLP 8
24 Power of Attorney (included in signature --
pages to this Registration Statement)
</TABLE>
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EXHIBIT 5
OPINION RE LEGALITY
March 27, 1998
Natural Wonders, Inc.
4209 Technology Drive
Fremont, California 94538
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 filed by you with the Securities and Exchange Commission
on or about March 27, 1998, in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 290,000
shares (the "Shares") of your common stock reserved for issuance under your
Amended and Restated 1993 Omnibus Stock Plan (the "Plan").
As your legal counsel, we have reviewed the Registration Statement and
exhibits thereto, and examined the corporate proceedings taken with respect to
the Shares, and we are familiar with the proceedings proposed to be taken by you
in connection with the sale and issuance of the Shares. Based upon the foregoing
and such other documents and investigations as we have deemed necessary or
appropriate, we are of the opinion that the Shares, when issued and sold in the
manner described in the Registration Statement, and when payment therefor shall
have been received by you, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to said Registration
Statement and to the reference to our firm wherever appearing in the
Registration Statement. By giving such consent we do not thereby admit that we
are experts with respect to the Registration Statement, including this exhibit,
within the meaning of the term "expert" as used in the Act, or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Baker & McKenzie
BAKER & McKENZIE
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EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Natural Wonders, Inc. on Form S-8 of our report dated March 11, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of Natural
Wonders, Inc. for the year ended February 1, 1997.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
March 26, 1998
