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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1998
REGISTRATION STATEMENT NO. 333-
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UNITED STATES 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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NATURAL WONDERS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 77-0141610
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4209 TECHNOLOGY DRIVE
FREMONT, CALIFORNIA 94538
(Address of Principal Executive Offices, Zip Code)
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AMENDED AND RESTATED
NATURAL WONDERS, INC.
1993 OMNIBUS STOCK PLAN
(Full title of the plan)
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PETER G. HANELT
ACTING CHIEF EXECUTIVE OFFICER
NATURAL WONDERS, INC.
4209 TECHNOLOGY DRIVE
FREMONT, CALIFORNIA 94538
(510) 252-9600
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
CARLOS D. HEREDIA, ESQ.
BAKER & MCKENZIE
101 WEST BROADWAY, TWELFTH FLOOR
SAN DIEGO, CALIFORNIA 92101-3890
(619) 236-1441
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CALCULATION OF REGISTRATION FEE
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AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES REGISTERED (1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED PER UNIT (2) PRICE (3)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
per share . . . . . . . . . . . . . 500,000 $2.90625 $1,453,125 $430.00
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(1) These shares represent shares of Common Stock which have become available
for issuance under the Amended and Restated Natural Wonders, Inc. 1993
Omnibus Stock Plan as a result of an amendment approved by the
stockholders at the Registrant's Annual Meeting of Stockholders held on
June 10, 1998 (the "Annual Meeting"), increasing the number of shares
reserved for issuance thereunder from 2,000,000 to 2,500,000. This
Registration Statement shall also cover any additional shares of Common
Stock which become issuable by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Calculated solely for the purpose of determining the registration fee on
the basis of the average of the high and low prices of the Common Stock as
reported by the Nasdaq National Market System on September 15, 1998 in
accordance with Rule 457(h)(1) and (c) of the Securities Act of 1933, as
amended (the "Act").
(3) Calculated in accordance with Rule 457(h) under the Act.
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STATEMENT UNDER GENERAL INSTRUCTION E--REGISTRATION OF ADDITIONAL SECURITIES.
Unless as noted herein, the contents of the Registrant's Registration
Statement on Form S-8 (File No. 33-80017) filed with the Securities and
Exchange Commission on December 6, 1995 with respect to the Amended and
Restated Natural Wonders, Inc. 1993 Omnibus Stock Plan are hereby
incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 8. EXHIBITS.
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5.1 - Opinion of Baker & McKenzie.
23.1 - Consent of Deloitte & Touche LLP, independent auditors.
23.2 - Consent of Baker & McKenzie (contained in Exhibit 5.1).
24.1 - Power of Attorney (see page II-2).
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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
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 this 18th day of
September, 1998.
NATURAL WONDERS, INC.
By: /s/ Peter G. Hanelt
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Peter G. Hanelt
Acting Chief Executive Officer and
Acting Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Peter G. Hanelt as his
attorney-in-fact, with full power of substitution, for him in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes, may
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 indicated on September 18, 1998.
SIGNATURE TITLE
Acting Chief Executive Officer, Acting Chief
/s/ Peter G. Hanelt Financial Officer and Director (Principal
----------------------------- Executive Officer and Principal Financial and
Peter G. Hanelt Accounting Officer)
Chairman of the Board
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Pearson C. Cummin III
Director
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Julius Jenson III
/s/ Peter L. Harris Director
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Peter L. Harris
/s/ David H. Folkman Director
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David H. Folkman
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EXHIBIT INDEX
<S> <C>
5.1 - Opinion of Baker & McKenzie.
23.1 - Consent of Deloitte & Touche LLP, independent auditors.
23.2 - Consent of Baker & McKenzie (contained in Exhibit 5.1).
24.1 - Power of Attorney (see page II-2).
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II-3
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EXHIBIT 5.1
September 18, 1998
Natural Wonders, Inc.
4209 Technology Drive
Fremont, California 94538
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 18, 1998
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 500,000 shares (the "Shares") of the
Company's Common Stock, $0.01 par value per share, reserved for issuance
pursuant to the Amended and Restated Natural Wonders, Inc. 1993 Omnibus Stock
Plan (the "Plan").
As your legal counsel, in connection with this transaction, we have examined the
Company's Certificate of Incorporation and Bylaws, the written Plan, records of
corporate proceedings with respect to the Plan and such documents as we have
deemed necessary in connection with the issuance of the Shares.
Based upon the foregoing examinations and upon applicable laws, we are of the
opinion that, upon the receipt by the Company of full payment for the Shares in
accordance with the terms and conditions of the Plan, the Shares, when offered
and sold in the manner provided for in the Registration Statement, will be
legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and amendments thereto.
Very truly yours,
BAKER & MCKENZIE
/s/Baker & McKenzie
Baker & McKenzie
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EXHIBIT 23.1
INDEPENDENT AUDITORS' 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 13, 1998
incorporated by reference in the Annual Report on Form 10-K of Natural Wonders,
Inc. for the year ended January 31, 1998.
/s/ DELOITTE & TOUCHE LLP
September 18, 1998
