<PAGE>
As filed with the Securities and Exchange Commission on February 17, 1998
- --------------------------------------------------------------------------------
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1934
----------------------
CENTRAL GARDEN & PET COMPANY
(Exact name of registrant as specified in its charter)
------------------------------------------------------
DELAWARE 5199 68-0275553
- ---------------- ---------------------------- ----------------------
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
3697 MT. DIABLO BOULEVARD, SUITE 310
LAFAYETTE, CA 94549
(510) 283-4573
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------------
WILLIAM E. BROWN
CENTRAL GARDEN & PET COMPANY
3697 MT. DIABLO BOULEVARD
LAFAYETTE, CALIFORNIA 94549
(510) 283-4573
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
----------
John F. Seegal
Brett E. Cooper
Orrick Herrington & Sutcliffe LLP
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111-3143
(415) 392-1122
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
general Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pusuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
<TABLE>
<CAPTION>
CIRCULATION OF REGISTRATION FEE
===================================================================================================================================
AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,500,000 shares $30.188 $75,470,000 $22,264
</TABLE>
(1) This Registration Statement also registers all of such securities for
resale.
(2) Estimated solely for purpose of calculating the registration fee and based
on the average of the high and low prices of the Common Stock on the NASDAQ
National Market System on February 13, 1998.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained in this Registration Statement also relates to 106,952 shares and
750,000 shares of unissued Common Stock registered under Registration Statement
Nos. 333-05261 and 333-22209, respectively. Filing fees of $530.15 and $5,284.09
were paid with Registration Statement Nos. 333-333-05261 and 333-22209,
respectively, with respect to such unissued Common Stock.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be a sale of any of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 17, 1998
3,356,952 Shares
[LOGO OF CENTRAL GARDEN & PET]
Common Stock
This Prospectus relates to 3,356,952 shares of Common Stock (the "Common
Stock") which are being offered and sold by Central Garden & Pet Company (the
"Company") in connection with the acquisition of businesses or assets of or
interests in businesses that are engaged in lawn and garden products and/or pet
supplies.
It is anticipated that the consideration for acquisitions will consist
of shares of Common Stock, cash, notes or other evidences of debt, guarantees,
assumption of liabilities or a combination thereof, as determined from time to
time by negotiations between the Company and the owners or controlling persons
of the businesses or assets to be acquired. In addition, the Company may lease
property from and enter into management agreements and consulting and
noncompetition agreements with the former owners and key executive personnel of
the businesses to be acquired.
The terms of an acquisition will be determined by negotiations between
the Company's representatives and the owners or controlling persons of the
business or assets to be acquired. Factors taken into account in acquisitions
include the established quality and reputation of the business and its
management, the strategic fit with the Company, earning power, cash flow, growth
potential, locations of the business to be acquired and the market value of the
Common Stock of the Company when pertinent. It is anticipated that shares of
Common Stock issued in any such acquisition will be valued at a price reasonably
related to the current market value of the Common Stock, either at the time the
terms of the acquisition are tentatively agreed upon, or at or about the time of
closing, or during the period or periods prior to delivery of the shares.
It is not expected that underwriting discounts or commissions will be
paid by the Company except that finders fees may be paid to persons from time to
time in connection with specific acquisitions. Any person receiving any such
fees may be deemed to be an Underwriter within the meaning of the Securities Act
of 1933, as amended (the "Securities Act").
The Common Stock is traded on the NASDAQ National Market System under
the symbol "CENT." The closing price of the Common Stock as reported by
NASDAQ/NMS on February 13, 1998 was $30.50.
This Prospectus may also be used in a registered resale, with the
Company's prior consent, by persons who have received or will receive shares of
Common Stock in connection with acquisitions and who wish to offer and sell such
securities in transactions in which they may be deemed to be underwriters within
the meaning of the Securities Act. Such sales may be made in the over-the-
counter market or in privately negotiated transactions. The Company may require
that any resales by means of this Prospectus be effect in an organized manner
through securities dealers.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1998.
<PAGE>
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus has also been prepared for use by persons who may
receive from the Company Common Stock covered by the Registration Statement in
acquisitions and who may be entitled to offer such Common Stock under
circumstances requiring the use of a Prospectus (such persons being referred to
under this caption as "Stockholders"); provided, however, that no Stockholder
will be authorized to use this Prospectus for any offer of such Common Stock
without first obtaining the consent of the Company. The Company may consent to
the use of this Prospectus for a limited period of time by the Stockholders and
subject to limitations and conditions which may be varied by agreement between
the Company and the Stockholders. Resales of such shares may be made in the
over-the-counter market or in privately negotiated transactions.
Agreements with Stockholders permitting use of this Prospectus may
provide that any such offering be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by the Company; that
Stockholders enter into custody agreements with one or more banks with respect
to such shares; and that sales be made only by one or more of the methods
described in this Prospectus, as appropriately supplemented or amended when
required. The Stockholders may be deemed to be underwriters within the meaning
of the Securities Act.
When resales are to be made through a broker or dealer selected by the
Company, it is anticipated that a member firm of the New York Stock Exchange may
be engaged to act as the Stockholders' agent in the sale of shares by such
Stockholders. It is anticipated that the commission paid to the member firm will
be the normal stock exchange commission (including negotiated commissions to the
extent permissible). Sales of shares by the member firm may be made in the over-
the-counter market from time to time at prices related to prices then
prevailing. Any such sales may be by block trade. Any such member firm may be
deemed to be an underwriter within the meaning of the Securities Act and any
commissions earned by such member firm may be deemed to be underwriting
discounts and commissions under the Securities Act.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements, and other
information with the Securities and Exchange Commission (the "Commission") at
450 Fifth Street N.W., Washington, D.C. 20549. Reports, proxy statements and
other information filed by the Company with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at its
principal office in Washington, D.C. and at the Regional Offices of the
Commission at 7 World Trade Center, Suite 1300, New York, New York 10048; and
Northwestern Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates from
Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission maintains a World Wide Web site that contains
reports, proxy and information statements, and other information that are filed
through the Commission's Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR"). This Web site can be accessed at http://www.sec.gov.
The Company has filed with the Commission a registration statement on
Form S-4 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement. Copies of the Registration Statement may be inspected,
without charge, at the principal office of the Commission or at the Regional
Offices referred to above, or obtained upon payment of prescribed rates from the
Public Reference Section of the Commission at its principal office. Electronic
registration statements made through EDGAR are publicly available through the
Commission's Web site.
2
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission under
the Securities Exchange Act of 1934 are hereby incorporated by reference in this
Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 27, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 27, 1997, its current Reports on Form 8-K filed
December 8, 1997, December 29, 1997 and December 30, 1997, and its
current Report on Form 8-K/A filed January 16, 1998; and
(3) The description of the Company's capital stock in the Company's
Registration Statement on Form 8-A dated March 30, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of filing
of the Company's 1997 Annual Report on Form 10-K referred to above and prior to
the termination of the offering of securities offered hereby shall be deemed to
be incorporated by reference and to be a part of this Prospectus from the date
of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the Prospectus
incorporates.) Written or oral requests should be directed to Chief Financial
Officer, Central Garden & Pet Company, 3697 Mt. Diablo Boulevard, Lafayette, CA
94549.
THE COMPANY
Central Garden & Pet Company is the leading national distributor of lawn
and garden and pet supply products. The Company has grown through both
acquisitions and internal expansion. In fiscal 1997, lawn and garden products
accounted for approximately 71% of the Company's net sales and pet supplies
accounted for approximately 29%.
The Company was incorporated in Delaware in June 1992 and is the
successor to Central Garden Supply, a California corporation which was acquired
in 1980 by William E. Brown, the Company's Chairman and Chief Executive Officer.
Unless the context otherwise requires, references in this Prospectus to the
Company include Central Garden & Pet Company and it subsidiaries and predecessor
companies. The Company's executive offices are located at 3697 Mt. Diablo
Boulevard, Lafayette, California 94549, and its telephone number is (510) 283-
4573.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be offered
and issued by the Company from time to time in the acquisition of other
businesses or properties. Other than the businesses or properties acquired,
there will be no proceeds to the Company from these offerings.
3
<PAGE>
COMMON STOCK AND DIVIDEND DATA
The Common Stock of the Company has been traded on the Nasdaq National
Market under the symbol CENT since the Company's initial public offering on July
15, 1993. The following table sets forth, for the periods indicated, the highest
and lowest closing sale prices for the Common Stock, as reported by the Nasdaq
National Market.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
Fiscal 1996
First Quarter................................. 9-1/2 5-1/2
Second Quarter................................ 10 8-1/8
Third Quarter................................. 19 9-1/4
Fourth Quarter................................ 26-1/8 16-3/4
Fiscal 1997
First Quarter................................. 24-5/8 18-7/8
Second Quarter................................ 28-3/4 16-1/8
Third Quarter................................. 24-15/16 16-1/4
Fourth Quarter................................ 31-1/16 20-1/2
Fiscal 1998
First Quarter................................. 32 25-3/4
Second Quarter (through February 13, 1998).... 31-1/8 26
</TABLE>
As of February 13, 1998 there were approximately 117 holders of record
of the Company's Common Stock and approximately 10 holders of record of the
Company's Class B Stock.
On February 13, 1998, the last reported sale price of the Common Stock
on the Nasdaq National Market was $30.50.
In each of August 1996 and 1997, the Company paid cash dividends in the
amount of $45,000 to the holders of its Series A Preferred Stock. Except as
mentioned in the previous sentence, the Company has not paid any cash dividends
in the past. The Company currently intends to retain any earnings for use in its
business and does not anticipate paying any cash dividends on its Common Stock
in the foreseeable future. In addition, the Company's line of credit contains
restrictions on the Company's ability to pay dividends.
4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The following selected income statement and balance sheet data of the
Company as of and for each of the fiscal years in the two-year period ended
December 25, 1994, the nine-month period ended September 30, 1995 and the fiscal
years ended September 28, 1996 and September 27, 1997 have been derived from the
Company's audited consolidated financial statements.
<TABLE>
<CAPTION>
Fiscal Year Fiscal Year Nine-Month Fiscal Year Fiscal Year
Ended Ended Period Ended Ended Ended
December 26, December 25, September 30, September 28, September 27,
1993 1994 1995(1) 1996 1997
------------ ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net Sales.............................. $ 334,682 $ 421,427 $ 373,734 $ 619,622 $ 841,007
Cost of goods sold and occupancy....... 278,746 354,096 316,832 535,189 694,925
---------- ---------- ---------- ---------- ----------
Gross profit...................... 55,936 67,331 56,902 84,433 146,082
Selling, general and administrative
expenses.......................... 44,702 58,489 48,075 66,945 109,160
---------- ---------- ---------- ---------- ----------
Income from operations................. 11,234 8,842 8,827 17,488 36,922
Interest expense - net................. (3,751) (5,642) (5,891) (4,061) (6,554)
Other income (expense) - net........... (878) (859) (953) 1,038 -
---------- ---------- ---------- ---------- ----------
Income before income taxes and
minority interest................. 6,605 2,341 1,983 14,465 30,368
Income tax expense..................... 2,637 936 904 6,017 12,765
---------- ---------- ---------- ---------- ----------
Income before minority interest........ 3,968 1,405 1,079 8,448 17,603
Minority interest...................... 26 - - - -
---------- ---------- ---------- ---------- ----------
Net income............................. $ 3,994 $ 1,405 $ 1,079 $ 8,448 $ 17,603
========== ========== ========== ========== ==========
Net income per common and common
equivalent share (2)
Diluted (3).................... $ 0.18 $ 0.71 $ 1.07
Basic.......................... $ 0.83 $ 0.24 $ 0.19 $ 0.74 $ 1.11
Weighted average shares outstanding (2)
Diluted (3).................... 5,972 11,802 19,958
Basic.......................... 4,789 5,947 5,774 11,430 15,831
<CAPTION>
December 26, December 25, September 30, September 28, September 27,
1993 1994 1995 1996 1997
------------ ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital...................... $ 26,719 $ 21,003 $ 25,316 $ 95,670 $ 253,926
Total assets......................... 143,748 173,953 142,680 283,664 559,043
Short-term borrowings................ 32,162 44,995 39,670 29,508 72
Long-term borrowings................. 8,804 7,019 11,130 7,635 115,200
Shareholders' equity................. 35,359 36,376 38,402 129,559 281,807
</TABLE>
- ---------------------
(1) In 1995, the Company changed its fiscal year end to the last Saturday in
September. Accordingly, the fiscal period ended September 30, 1995 was a
nine-month period.
(2) The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 128 in the first quarter of the fiscal year ending September 26,
1998. All share and per share amounts have been restated in accordance
with the provisions of SFAS No. 128.
(3) For periods not presented diluted amounts were equal to basic as common
stock equivalents were anti-dilutive.
5
<PAGE>
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the authorized capital stock of the
Company consists of 40,000,000 shares of Common Stock ("Common Stock"),
3,000,000 shares of Class B Stock ("Class B Stock") and 1,000 shares of
Preferred Stock ("Preferred Stock"). In December 1997, the Board of Directors
approved an increase in the number of authorized shares of Common Stock to
80,000,000 shares and Preferred Stock to 1,000,000 shares, subject to
stockholder approval at the Company's Annual Meeting of Stockholders on February
23, 1998.
The following description of the Company's capital stock does not
purport to be complete and is subject to and is qualified in its entirety by the
description of the Company's capital stock contained in the Company's
Certificate of Incorporation, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. Reference is made to
such exhibit for a detailed description of the provisions thereof summarized
below.
COMMON STOCK AND CLASS B STOCK
Voting, Dividend and Other Rights. The voting powers, preferences and
relative rights of the Common Stock and the Class B Stock are identical in all
respects, except that (i) the holders of Common Stock are entitled to one vote
per share and the holders of Class B Stock are entitled to the lesser of ten
votes per shares or 49% of the total votes cast, (ii) stock dividends on Common
Stock may be paid only in shares of Common Stock and stock dividends on Class B
Stock may be paid only in shares of Class B Stock and (iii) shares of Class B
Stock have certain conversion rights and are subject to certain restrictions on
ownership and transfer described below under "Conversion Rights and Restrictions
on Transfer of Class B Stock." Except as described above, issuances of
additional shares of Class B Stock and modifications of the terms of the Class B
Stock require the approval of a majority of the holders of the Common Stock and
Class B Stock, voting as separate classes. The Certificate of Incorporation
cannot be modified, revised or amended without the affirmative vote of the
majority of outstanding shares of Common Stock and Class B Stock, voting
separately as a class. Except as described above or as required by law, holders
of Common Stock and Class B Stock vote together on all matters presented to the
stockholders for their vote or approval, including the election of directors.
The stockholders are not entitled to vote cumulatively for the election of
directors.
Each share of Common Stock and Class B Stock is entitled to receive
dividends if, as and when declared by the Board of Directors of the Company out
of funds legally available therefor. The Common Stock and Class B Stock share
equally, on a share-for-share basis, in any cash dividends declared by the Board
of Directors.
Stockholders of the Company have no preemptive or other rights to
subscribe for additional shares. Subject to any rights of holders of any
Preferred Stock, all holders of Common Stock and Class B Stock, regardless of
class, are entitled to share equally on a share-for-share basis in any assets
available for distribution to stockholders on liquidation, dissolution or
winding up of the Company. No Common Stock or Class B Stock is subject to
redemption or a sinking fund. All shares of Common Stock offered hereby will be,
when so issued or sold, validly issued, fully paid and nonassessable.
Conversion Rights and Restrictions on Transfer of Class B Stock. The
Common Stock has no conversion rights. However, at the option of the holder,
each share of Class B Stock is convertible at any time and from time to time
into one share of Common Stock. If at any time the holders of a majority of
outstanding shares of Class B Stock vote to convert the outstanding shares of
Class B Stock to Common Stock, then all outstanding shares of Class B Stock
shall be deemed automatically converted into shares of Common Stock.
The Company's Certificate of Incorporation provides that any holder of
shares of Common B Stock desiring to transfer such shares to a person other than
a Permitted Transferee (as defined below) must present such shares to the
Company for conversion into an equal number of shares of Common Stock upon such
transfer. Thereafter, such shares of Common Stock may be freely transferred to
persons other than Permitted Transferees, subject to applicable securities law.
6
<PAGE>
Shares of Class B Common Stock may not be transferred except generally
to family members, certain trusts, heirs and devisees (collectively, "Permitted
Transferees"). Upon any sale or transfer of ownership or voting rights to a
transferee other than a Permitted Transferee or to the extent an entity no
longer remains a Permitted Transferee, such shares of Class B Stock will
automatically convert into equal number of shares of Common Stock. Accordingly,
no trading market is expected to develop in the Class B Stock and the Class B
Stock will not be listed or traded on any exchange or in any market.
Effects of Disproportionate Voting Rights. The Disproportionate voting
rights of the Common Stock and Class B Stock could have an adverse effect on the
market price of the Common Stock. Such disproportionate voting rights may make
the Company a less attractive target for a takeover than it otherwise might be,
or render more difficult or discourage a merger proposal, a tender offer or a
proxy contest, even if such actions were favored by stockholders of the Company
other than the holders of the Class B Stock. Accordingly, such disproportionate
voting rights may deprive holders of Common Stock of an opportunity to sell
their shares at a premium over prevailing market prices, since takeover bids
frequently involve purchases of stock directly from shareholders at such a
premium price.
PREFERRED STOCK
The Board of Directors has the authority to cause the Company to issue
up to 1,000 shares of Preferred Sock in one or more series and to fix the
rights, preferences, privileges and restrictions thereof, including dividend
rights, conversion rights, voting rights, terms of redemption, liquidation
preferences and the number of shares constituting any series or the designation
of such series, without any further vote or action by the stockholders. The
issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further action by the
stockholders. The issuance of Preferred Stock with voting and conversion rights
may adversely affect the voting power of the holders of the Common Stock.
In July 1995, the Company issued 100 shares of Series A Preferred Sock
to Monsanto Company, of which Solaris is a strategic business unit. The Series A
Preferred Stock is entitled to receive a cumulative 5% annual cash dividend
which must be paid prior to the declaration or payment of any dividends on the
Common Stock. Each share of Series A Preferred Stock is entitled to a
liquidation preference of $9,000 per share, is convertible into 1,000 shares of
Common Stock, votes together with the Common Stock and has a number of votes
equal to the number of shares of Common Stock into which it is convertible.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. In general, this statute prohibits under certain
circumstances, a Delaware corporation whose stock is publicly traded or held in
record by more than 2,000 stockholders, from engaging in a "business
combination" with an "interested stockholder" for a period of 3 years after the
date of the transaction which the person became an interested stockholder,
unless (i) the corporation has elected in its certificate of incorporation or
bylaws not to be governed by this Delaware law (the Company has not made such an
election); (ii) prior to the time the stockholder became an interested
stockholder, the board of directors approved either the business combination or
the transaction which resulted in the person becoming an interested stockholder,
(iii) the stockholder owned at least 85% of the outstanding voting stock of the
corporation (excluding shares held by directors who were also officers or held
in certain employee stock plans) upon consummation of the transaction which
resulted in a stockholder becoming an interested stockholder or (iv) the
business combination was approved by the board of directors and by two-thirds of
the outstanding voting stock of the corporation (excluding shares held by the
interested stockholder). "Interested stockholder" is a person who, together with
affiliates and associates, owns (or, if such person is an affiliate or associate
of the corporation, any time within the prior three years did own) 15% or more
of the corporation's outstanding voting stock. The term "business combination"
is defined generally to include mergers, consolidations, stock sales, asset
based transactions, and other transactions resulting in a financial benefit to
the interested stockholder.
7
<PAGE>
TRANSFER AGENT AND REGISTRAR
ChaseMellon Shareholder Services, L.L.C. is the transfer agent and
registrar for the Company's Common Stock.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be passed
upon for the Company by Orrick, Herrington & Sutcliffe LLP, San Francisco,
California.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended September 27, 1997 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
8
<PAGE>
================================================================================
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in the
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or by any selling stockholder. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
an implication that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so to
anyone to whom it is unlawful to make such offer or solicitation.
________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Outstanding Securities Covered by This Prospectus..................... 2
Available Information................................................. 2
Incorporation of Certain Information by Reference..................... 3
The Company........................................................... 3
Use of Proceeds....................................................... 3
Common Stock and Dividend Data........................................ 4
Selected Consolidated Financial and Operating Data.................... 5
Description of Capital Stock.......................................... 6
Legal Matters......................................................... 8
Experts............................................................... 8
</TABLE>
================================================================================
3,356,952 Shares
[LOGO OF CENTRAL GARDEN & PET]
COMMON STOCK
----------
PROSPECTUS
----------
, 1998
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Article SIXTH, Section 2 of the Registrant's Certificate of
Incorporation provides that directors of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, to the fullest extent permitted by the General
Corporation Law of the State of Delaware. Article V of the Registrant's Bylaws
provides for indemnification of officers and directors to the full extent and in
the manner permitted by Delaware law. Section 145 of the Delaware General
Corporation Law makes provision for such indemnification in terms sufficiently
broad to cover officers and directors under certain circumstances for
liabilities arising under the Securities Act of 1933.
The Registrant has entered into indemnification agreements with each
director which provide indemnification under certain circumstances for acts and
omissions which may not be covered by any directors' and officers' liability
insurance.
Item 21. Exhibits and Financial Statement Schedules.
-------------------------------------------
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<C> <S>
3.1 Third Amended and Restated Certificate of Incorporation
(Incorporated by reference from Exhibit 3.1 to Registration
Statement No. 33-98544).
3.2 Copy of Registrant's Bylaws (Incorporated by reference from
Exhibit 3.2 to Registration Statement No. 33-48070).
4.1 Specimen Common Stock Certificate (Incorporated by reference
from Exhibit 4.1 to Registration Statement No. 33-48070).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to legality of
Common Stock, including consent.
23.1 Independent Auditors' Consent.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (See Exhibit 5.1).
24.1 Powers of Attorney (see Page II-3).
</TABLE>
Item 22. Undertakings
------------
A. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the provisions described in
Item 14 above, 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 Securities Act of 1933 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 of 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.
II-1
<PAGE>
B. The undersigned registrant hereby undertakes to do the
following, to the extent that such actions are required by the rules and
regulations of the Securities and Exchange Commission:
(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;
(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) 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.
C. 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 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.
D. (1) The undersigned registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(2) The registrant undertakes that to the extent required by
the rules and regulations of the Securities and Exchange Commission, every
prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or
(ii) that purports to meet the requirements of section 10(a)(3) of the Act and
is used in connection with an offering of securities subject to Rule 415
( 230.415 of this chapter), will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes 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 hereof.
E. The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Central
Garden & Pet Company 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 February 17, 1998.
CENTRAL GARDEN & PET COMPANY
By: /s/ William E. Brown
-------------------------
William E. Brown
(Chairman of the Board of Directors,
Chief Executive Officer and President)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints William E. Brown and Glenn W. Novotny, or
either of them, each with the power of substitution, his attorney-in-fact, to
sign any amendments to this Registration Statement (including post-effective
amendments), and to file same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/William E. Brown Chairman of the Board of Directors and February 17, 1998
- ------------------- Chief Executive Officer
William E. Brown (Principal Executive Officer)
/s/ Robert B. Jones Vice President and Chief Financial Officer February 17, 1998
- ------------------- (Principal Financial Officer and Principal
Robert B. Jones Accounting Officer)
/s/ Glenn W. Novotny Director and President February 17, 1998
- --------------------
Glenn W. Novotny
/s/ Daniel P. Hogan, Jr. Director February 17, 1998
- ------------------------
Daniel P. Hogan, Jr.
/s/ Lee D. Hines, Jr. Director February 17, 1998
- ---------------------
Lee D. Hines, Jr.
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page
- ------- ------- ----
<S> <C> <C>
3.1 Third Amended and Restated Certificate of
Incorporation (Incorporated by reference
from Exhibit 3.1 to Registration
Statement No. 33-98544).
3.2 Copy of Registrant's Bylaws (Incorporated
by reference from Exhibit 3.2 to
Registration Statement No. 33-48070).
4.1 Specimen Common Stock Certificate
(Incorporated by reference from Exhibit 4.1
to Registration Statement No. 33-48070).
5.1 Opinion of Orrick, Herrington & Sutcliffe
LLP as to legality of Common Stock,
including consent.
23.1 Independent Auditors' Consent.
23.2 Consent of Orrick, Herrington &
Sutcliffe LLP (See Exhibit 5.1).
24.1 Powers of Attorney (see Page II-3).
</TABLE>
<PAGE>
[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]
EXHIBIT 5.1
February 17, 1998
Central Garden & Pet Company
3697 Mt. Diablo Boulevard
Lafayette, CA 94549
Re: Central Garden & Pet Company
Registration Statement on Form S-4
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with a
proposed sale by Central Garden & Pet Company, a Delaware corporation (the
"Company") of up to 2,500,000 shares of common stock (the "Common Stock").
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 2,500,000 shares
of Common Stock to be issued and sold by the Company are validly authorized
shares of Common Stock, and, when issued against payment of the purchase price
therefor, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of our name wherever it appears
in said Registration Statement, including the Prospectus constituting a part
thereof, as originally filed or as subsequently amended or supplemented. 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 on
Form S-4 of Central Garden & Pet Company 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 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
- -------------------------
San Francisco, California
February 17, 1998
