<PAGE>
As filed with the Securities and Exchange Commission on December 10, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
CENTRAL GARDEN & PET COMPANY
(Exact name of issuer as specified in its charter)
Delaware 68-0275553
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
3697 Mt. Diablo Boulevard, Lafayette, California 94549
(Address of principal executive offices) (Zip Code)
CENTRAL GARDEN & PET COMPANY
1993 OMNIBUS EQUITY INCENTIVE PLAN
(Full title of the plan)
William E. Brown
Central Garden & Pet Company
3697 Mt. Diablo Boulevard, Lafayette, California 94549
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (510) 283-4573
Copy to:
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, California 94111
Calculation of Registration Fee
<TABLE>
<CAPTION>
========================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities to Amount to Be Offering Price per Aggregate Amount of
Be Registered Registered Share* Offering Price* Registration Fee*
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, and 2,000,000 shares $ 27.5625 $ 55,125,000.00 $ 16,705.00
Options to Purchase
Common Stock
========================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee on the
basis of $ 27.5625 per share, the average of the high and low prices for the
Common Stock on December 8, 1997 as reported by NASDAQ.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Central Garden & Pet Company (the
"Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the annual report referred to in
clause (i) above; and (iii) the description of the Registrant's common stock set
forth in the Registrant's Registration Statement on Form 8-A relating thereto,
including any amendment or report filed for the purpose of updating such
description. All documents filed by the Registrant after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment (that indicates
all securities offered have been sold or deregisters all securities then
remaining unsold), shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation provides that its directors will
not be liable to the Registrant or its stockholders for monetary damages for
breaches of fiduciary duty, to the fullest extent permitted by law. This
provision is intended to allow the Registrant's directors the benefit of the
Delaware General Corporation law which provides that directors of Delaware
corporations may be relieved of monetary liability for breaches of their
fiduciary duty of care except under certain circumstances, including breach of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or known violation of law or any transaction from which
the director derived an improper personal benefit.
The Registrant has entered into separate indemnification agreements with each of
the directors and executive officers, whereby the Registrant agrees, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers, to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified, and to obtain directors' and officers' insurance if available at
reasonable terms.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
2
<PAGE>
ITEM 8. EXHIBITS
4.1 The Central Garden & Pet Company 1993 Omnibus Equity Incentive Plan, as
amended (and incorporated by reference to Exhibits 4.1 to the Registrant's
Registration Statements on Form S-8, Commission File Nos. 33-72326, 33-
89216 and 333-1238).
4.2 Form of Nonqualified Stock Option Agreement (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form S-8,
Commission File No. 33-72326).
4.3 Form of Restricted Stock Agreement (incorporated by reference to Exhibit
4.3 to the Registrant's Registration Statement on Form S-8, Commission File
No. 33-72326).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.1.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 Act and will
be governed by the final adjudication of such issue.
4
<PAGE>
Signatures
THE REGISTRANT
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 Lafayette, State of California on the 9th of
December, 1997.
Central Garden & Pet Company
(Registrant)
/s/ William E. Brown
- ----------------------------------
William E. Brown
Chairman of the Board
and Chief Executive Officer
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.
Signature Title Date
Principal Executive Officer:
/s/ William E. Brown
- ---------------------------------- Chairman of Board December 9, 1997
William E. Brown and Chief Executive
Officer
Principal Financial Officer and
Accounting Officer
/s/ Robert B. Jones
- ---------------------------------- Vice President and Chief December 9, 1997
Robert B. Jones Financial Officer
5
<PAGE>
Directors:
/s/ William E. Brown
- ----------------------------------
William E. Brown Director December 9, 1997
/s/ Lee D. Hines, Jr.
- ----------------------------------
Lee D. Hines, Jr. Director December 9, 1997
/s/ Daniel P. Hogan
- ----------------------------------
Daniel P. Hogan Director December 9, 1997
/s/ Glenn W. Novotny
- ----------------------------------
Glenn W. Novotny Director December 9, 1997
A majority of the members of the Board of Directors.
6
<PAGE>
EXHIBIT INDEX
4.1 The Central Garden & Pet Company 1993 Omnibus Equity Incentive Plan, as
amended (and incorporated by reference to Exhibits 4.1 to the Registrant's
Registration Statements on Form S-8, Commission File Nos. 33-72326, 33-
89216 and 333-1238).
4.2 Form of Nonqualified Stock Option Agreement (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form S-8,
Commission File No. 33-72326).
4.3 Form of Restricted Stock Agreement (incorporated by reference to Exhibit
4.3 to the Registrant's Registration Statement on Form S-8, Commission
File No. 33-72326).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.1.
7
<PAGE>
EXHIBIT 4.1
AMENDMENT NO. 3 TO THE
CENTRAL GARDEN & PET COMPANY
1993 OMNIBUS EQUITY INCENTIVE PLAN
CENTRAL GARDEN & PET COMPANY, having adopted the Central Garden & Pet
Company 1993 Omnibus Equity Incentive Plan (the "Plan"), effective as of October
19, 1993, and amended the Plan on two subsequent occasions, hereby again amends
the Plan, effective as of November 6, 1997, by deleting the numeral 2,000,000
from the first sentence of Section 4.1 thereof and substituting the numeral
4,000,000 therefor.
IN WITNESS WHEREOF, Central Garden & Pet Company, by its duly authorized
officer, has executed this Amendment No. 3 to the Plan on the date indicated
below.
CENTRAL GARDEN & PET COMPANY
Dated: December 9, 1997 By /s/ Robert B. Jones
----------------------------------
Title Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT 5.1
December 10, 1997
Central Garden & Pet Company
3697 Mt. Diablo Boulevard
Lafayette, California 94549
Re: Registration Statement on Form S-8 - Central Garden & Pet
Company 1993 Omnibus Equity Incentive Plan, As Amended
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to the Central Garden & Pet Company 1993 Omnibus
Equity Incentive Plan, as amended (the "Plan"), of up to 2,000,000 additional
shares of common stock, $.01 par value ("Common Stock"), of Central Garden & Pet
Company, a Delaware corporation (the "Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 2,000,000
additional shares of Common Stock to be issued by the Company pursuant to the
Plan are validly authorized shares of Common Stock, and, when issued in
accordance with the provisions of the Plan, will be legally issued, fully paid,
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Central Garden & Pet Company on Form S-8 of our reports dated November 4, 1997,
appearing in the Annual Report on Form 10-K of Central Garden & Pet Company for
the year ended September 27, 1997.
/s/ Deloitte & Touche LLP
San Francisco, California
December 10, 1997
