<PAGE>
As filed with the Securities and Exchange Commission on August 6, 1999
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 registrant as specified in its charter)
-------------------------
<TABLE>
<S> <C>
Delaware 68-0275553
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
3697 Mt. Diablo Boulevard
Lafayette, CA 94549
(Address of Principal Executive Offices)
-------------------------
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, CA 94549
(925) 283-4573
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copy to:
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe LLP
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111-3143
(415) 392-1122
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Amount Proposed Proposed Amount of
Title of Each Class of to be Maximum Offering Maximum Aggregate Registration
Securities to be Registered Registered Price Per Share(1) Offering Price(1) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock.................... 800,000 shares $8.50 $6,800,000 $1,890.40
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), on the basis of $8.50 per share, the average of
the high and low price of the Common Stock on the Nasdaq National Market on
August 4, 1999.
===============================================================================
<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Central Garden & Pet Company (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference to this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K/A filed January 20, 1999, for
the fiscal year ended September 26, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 26, 1998 and for the quarter ended March 27, 1999.
(c) The description of the Registrant's common stock contained in the
registration statements filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") on Form 8-A, including any subsequent amendments or
reports filed for the purpose of updating that information.
(d) The Registrant's Current Reports on Form 8-K filed on December 21, 1998,
January 7, 1999, June 15, 1999, July 12, 1999 and July 13, 1999.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which 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
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes a Delaware corporation to indemnify officers,
directors, employees and agents of the corporation, in connection with actual or
threatened actions, suits or proceedings provided that such officer, director,
employee or agent acted in good faith and in a manner such officer reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. This authority is sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
The Registrant's Restated Certificate of Incorporation, as amended, and By-
Laws provide 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 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
2
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available at reasonable terms. The Registrant currently maintain liability
insurance for officers and directors.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
Exhibit
Number Name
------ ----
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 to this Registration Statement.
99.1 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, 333-1238 and 333-41931).
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 ("Securities Act");
(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 Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of the Plan's annual report
pursuant to section 15(d) of the Exchange Act) 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.
3
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 6th of August,
1999
CENTRAL GARDEN & PET COMPANY
(Registrant)
By: /s/ William E. Brown
-------------------------
William E. Brown
Chairman of the Board of
Directors and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William E. Brown and Robert B. Jones, and both of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said attorneys-
in-fact and agents or each of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William E. Brown Chairman of the Board of August 6, 1999
- ----------------------------------- Directors and Chief Executive
William E. Brown Officer
(Principal Executive Officer)
/s/ Robert B. Jones Vice President and August 6, 1999
- ----------------------------------- Chief Financial Officer
Robert B. Jones (Principal Financial Officer and
Accounting Officer)
/s/ Lee D. Hines, Jr. Director August 6, 1999
- -----------------------------------
Lee D. Hines, Jr.
/s/ Daniel P. Hogan, Jr. Director August 6, 1999
- -----------------------------------
Daniel P. Hogan, Jr.
</TABLE>
5
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<TABLE>
<S> <C> <C>
/s/ Glenn W. Novotny Director August 6, 1999
- -----------------------------------
Glenn W. Novotny
/s/ Brooks M. Pennington III Director August 6, 1999
- -----------------------------------
Brooks M. Pennington III
</TABLE>
A majority of the members of the Board of Directors.
6
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Name Number
- -------- ---- ------
<S> <C> <C>
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 to this
Registration Statement.
99.1 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, 333-1238 and 333-41931).
</TABLE>
<PAGE>
EXHIBIT 5.1
August 6, 1999
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 800,000 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 800,000
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. 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
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 report dated December 18, 1998,
appearing in the Annual Report on Form 10-K/A filed January 20, 1999, of Central
Garden & Pet Company for the fiscal year ended September 26, 1998.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
San Francisco, California
Date: August 6, 1999
<PAGE>
EXHIBIT 99.1
AMENDMENT NO. 4 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 three subsequent occasions, hereby again
amends the Plan, effective as of February 22, 1999, by deleting the numeral
4,000,000 from the first sentence of Section 4.1 thereof and substituting the
numeral 4,800,000 therefor.
IN WITNESS WHEREOF, Central Garden & Pet Company, by its duly authorized
officer, has executed this Amendment No. 4 to the Plan on the date indicated
below.
CENTRAL GARDEN & PET COMPANY
Date: February 22, 1999 By /s/ Robert B. Jones
------------------------
Robert B. Jones
Vice President and Chief
Financial Officer
