As filed with the Securities and Exchange Commission on May 1, 1997
Registration No. 333-
===================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
PETCO ANIMAL SUPPLIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0479906
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
______________
9125 Rehco Road
San Diego, California 92121
(619) 453-7845
(Address of principal executive offices, including zip code,
and telephone number)
1994 STOCK OPTION AND RESTRICTED STOCK
PLAN FOR EXECUTIVE AND KEY EMPLOYEES OF
PETCO ANIMAL SUPPLIES, INC.
______________
BRIAN K. DEVINE Copies to:
Chairman, President THOMAS A. EDWARDS, ESQ.
and Chief Executive Officer Latham & Watkins
9125 Rehco Road 701 "B" Street
San Diego, California 92121 Suite 2100
(619) 453-7845 San Diego, California 92101
(Name, address, including zip code, and telephone number, (619) 236-1234
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================
<TABLE>
<S> <C> <C> <C> <C> <C>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Share(2) Price Fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par value . . . . . . | 1,336,497 | $19.94 | $26,649,750.18 | $8,075.69
=================================================================
</TABLE>
(1) The 1994 Stock Option and Restricted Stock Plan for
Executive and Key Employees of Petco Animal Supplies, Inc., as
amended (the "Company Plan"), was further amended to increase
the number of shares of common stock available for issuance
under the Company Plan (i) for each of the next four fiscal
years (1997-2000) by 1.0% of the number of shares issued and
outstanding as of the end of the immediately preceding fiscal
year, and (ii) for the following fiscal year (2001) by 3.0% of
the number of shares issued and outstanding as of the end of the
immediately preceding fiscal year. A total of 847,500 shares of
the Company's common stock (giving effect to a three-for-two
split of the common stock effected in the form of a stock
dividend on April 15, 1996) were originally reserved in January
1994 for issuance under the Company Plan, which shares were
registered pursuant to a Registration Statement on Form
S-8 (File No. 33-82302). An additional 1,805,000 shares
of common stock were subsequently reserved in May 1996
for issuance under the Company Plan, which shares were
registered pursuant to a Registration Statement on Form
S-8 (File No. 333-04442). Based on 18,609,978 shares of
the Company's common stock outstanding as of February 1,
1997, the number of shares available for issuance under
the Company Plan may increase by approximately 1,336,497
over the next five fiscal years pursuant to the amendment
described above. Only such additional 1,336,497 shares
are being newly registered hereunder.
(2) Estimated solely for purposes of calculating the
registration fee. Pursuant to Rule 457(h), the Proposed
Maximum Offering Price Per Share is based on the average
of the high and low prices for the Company's common stock
as reported on the Nasdaq National Market on April 24,
1997.
===============================================================
Page 1 of 7
Exhibit Index on Page 4
The contents of the Registration Statements on Form S-8 (File Nos.
33-82302 and 333-04442) of Petco Animal Supplies, Inc. (the "Company"),
relating in the aggregate to 2,652,500 shares of the Company's common
stock, par value $.0001 per share (the "Common Stock") (giving effect to
a three-for-two split of the Common Stock effected in the form of a stock
dividend on April 15, 1996), issuable under the 1994 Stock Option and
Restricted Stock Plan for Executive and Key Employees of Petco Animal
Supplies, Inc., as amended (the "Company Plan"), are incorporated herein
by reference.
Item 8. Exhibits
4.1 The Company Plan, incorporated by reference to Exhibit A
to the Company's Proxy Statement dated May 24, 1996
relating to the 1996 Annual Meeting of Stockholders of the
Company.
4.2 First Amendment to the Company Plan, incorporated by
reference to Exhibit 10.16 to the Company's Annual Report
on Form 10-K for the fiscal year ended February 1, 1997.
4.3 Form of Non-Qualified Stock Option Agreement for use under
the Company Plan, incorporated by reference to Exhibit
10.21 to the Company's Registration Statement on Form S-1
dated January 13, 1994 (File No. 33-77094), including
Amendment No. 1 thereto dated February 24, 1994 and
Amendment No. 2 thereto dated March 11, 1994.
4.4 Form of Incentive Stock Option Agreement for use under the
Company Plan, incorporated by reference to Exhibit 10.22
to the Company's Registration Statement on Form S-1 dated
January 13, 1994 (File No. 33-77094), including Amendment
No. 1 thereto dated February 24, 1994 and Amendment No. 2
thereto dated March 11, 1994.
4.5 Form of Restricted Stock Agreement for use under the
Company Plan, incorporated by reference to Exhibit 10.23
to the Company's Registration Statement on Form S-1 dated
January 13, 1994 (File No. 33-77094), including Amendment
No. 1 thereto dated February 24, 1994 and Amendment No. 2
thereto dated March 11, 1994.
5.1 Opinion of Latham & Watkins.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on the signature page
hereto).
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(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 San
Diego, State of California, on May 1, 1997.
PETCO ANIMAL SUPPLIES, INC.
By: /s/ BRIAN K. DEVINE
____________________________________
Brian K. Devine
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
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. Each person whose signature appears below hereby
authorizes Brian K. Devine and Richard C. St. Peter, and either of them, with
full power of substitution and resubstitution, as his true and lawful
attorneys-in-fact, for him in any and all capacities, to sign any amendments
(including post-effective amendments or supplements) to this Registration
Statement and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
Signature Title Date
/s/ BRIAN K. DEVINE Chairman, President and May 1, 1997
___________________________ Chief Executive Officer
Brian K. Devine (Principal Executive Officer)
/s/ RICHARD C. ST. PETER Executive Vice President, May 1, 1997
___________________________ Chief Financial Officer and
Richard C. St. Peter Secretary (Principal Financial
Officer)
/s/ JAMES M. MYERS Senior Vice President, May 1, 1997
___________________________ Finance (Principal
James M. Myers Accounting Officer)
/s/ C. HUNTER BOLL Director May 1, 1997
___________________________
C. Hunter Boll
/s/ ANDREW G. GALEF Director May 1, 1997
___________________________
Andrew G. Galef
/s/ SHAHAN D. SOGHIKIAN Director May 1, 1997
___________________________
Shahan D. Soghikian
/s/ PETER M. STARRETT Director May 1, 1997
___________________________
Peter M. Starrett
3
EXHIBIT INDEX
EXHIBIT PAGE
4.1 The Company Plan, incorporated by reference to --
Exhibit A to the Company's Proxy Statement dated May
24, 1996 relating to the 1996 Annual Meeting of
Stockholders of the Company.
4.2 First Amendment to the Company Plan,
incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 1, 1997.
4.3 Form of Non-Qualified Stock Option Agreement --
for use under the Company Plan, incorporated by
reference to Exhibit 10.21 to the Company's
Registration Statement on Form S-1 dated January 13,
1994 (File No. 33-77094), including Amendment No. 1
thereto dated February 24, 1994 and Amendment No. 2
thereto dated March 11, 1994.
4.4 Form of Incentive Stock Option Agreement for --
use under the Company Plan, incorporated by
reference to Exhibit 10.22 to the Company's
Registration Statement on Form S-1 dated January 13,
1994 (File No. 33-77094), including Amendment No. 1
thereto dated February 24, 1994 and Amendment No. 2
thereto dated March 11, 1994.
4.5 Form of Restricted Stock Agreement for use --
under the Company Plan, incorporated by reference
to Exhibit 10.23 to the Company's Registration
Statement on Form S-1 dated January 13, 1994 (File
No. 33-77094), including Amendment No. 1 thereto
dated February 24, 1994 and Amendment No. 2
thereto dated March 11, 1994.
5.1 Opinion of Latham & Watkins. 5
23.1 Consent of KPMG Peat Marwick LLP. 7
23.2 Consent of Latham & Watkins (included in Exhibit --
5.1 hereto).
24.1 Power of Attorney (included on the signature page --
hereto).
4
Exhibit 5.1
[LATHAM & WATKINS LETTERHEAD]
May 1, 1997
Petco Animal Supplies, Inc.
9125 Rehco Road
San Diego, California 92121
Re: Form S-8 Registration Statement;
1,336,497 Shares of Common Stock
--------------------------------
Ladies and Gentlemen:
In connection with the registration by Petco Animal Supplies,
Inc., a Delaware corporation (the "Company"), of 1,336,497 shares of common
stock, par value $.0001 per share (the "Shares"), of the Company to be issued
upon the exercise of options granted under the 1994 Stock Option and
Restricted Stock Plan for Executive and Key Employees of Petco Animal
Supplies, Inc., as amended (the "Plan"), under the Securities Act of 1933, as
amended, on a Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on May 1, 1997 (as amended from time to time, the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale
of the Shares, and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents submitted
to us as copies.
We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware, and
we express no opinion with respect to the applicability thereto, or the
effect thereon, of the laws of any other jurisdiction or any other laws, or
as to any matters of municipal law or the laws of any other local agencies
within the state.
Subject to the foregoing, it is our opinion that as of the date
hereof the Shares have been duly authorized, and, upon the exercise of
options and the payment for the Shares in accordance with the terms set forth
in the Plan, the Shares will be validly issued, fully paid and nonassessable.
5
Petco Animal Supplies, Inc.
May 1, 1997
Page 2
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
6
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Petco Animal Supplies, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Petco Animal Supplies, Inc. of our report dated March 24, 1997,
relating to the consolidated balance sheets of Petco Animal Supplies, Inc.
and subsidiaries as of February 3, 1996 and February 1, 1997, and the related
consolidated statement of operations, stockholders' equity, and cash flows
for each of the years in the three-year period ended February 1, 1997, which
report appears in the February 1, 1997, annual report on Form 10-K of Petco
Animal Supplies, Inc.
/S/ KPMG Peat Marwick LLP
San Diego, California
April 30, 1997
7
