As filed with the Securities and Exchange Commission on February 26, 1997
Registration No. 333-14699
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
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)
Pet Food Warehouse, Inc. 1993 Stock Option Plan
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 (619) 236-1234
number, including area code, of agent for service.)
* Filed as a Post-Effective Amendment on Form S-8 to such Registration Statement
pursuant to the procedure described herein.
See "Introductory Statement.
INTRODUCTORY STATEMENT
PETCO Animal Supplies, Inc., a Delaware corporation (the "Company"),
hereby amends its Registration Statement on Form S-4 (File No. 333-14699)
filed with the Securities and Exchange Commission (the "Commission") on
October 23, 1996, as amended by Amendment No. 1 filed with the Commission
on November 20, 1996 (the "S-4 Registration Statement"), by filing this
Post-Effective Amendment on Form S-8 (the "Registration Statement")
relating to 208,706 shares of common stock, par value $.0001 per share, of
the Company (the "Company Common Stock") issuable upon exercise of
outstanding options granted under the Pet Food Warehouse, Inc. 1993 Stock
Option Plan (the "1993 Plan"). The shares of Company Common Stock issuable
upon the exercise of such options were registered under the S-4
Registration Statement.
On December 31, 1996, the Company consummated a merger (the "Merger")
whereby the Company acquired control of Pet Food Warehouse, Inc., a
Minnesota corporation ("PFW"), pursuant to an Agreement and Plan of Merger
dated as of October 3, 1996 (the "Merger Agreement") by and among the
Company, PASI Acquisition Corp., a newly formed, wholly owned Minnesota
subsidiary of the Company ("Merger Sub"), and PFW. Under the Merger
Agreement, Merger Sub was merged with and into PFW, whereupon the separate
existence of Merger Sub ceased and PFW became a wholly owned subsidiary of
the Company. Immediately following the Merger, PFW was then merged with
and into the Company, with the result that PFW ceased to exist and the
Company continues as the surviving corporation. Consummation of the Merger
followed approval by the stockholders of PFW, which was obtained at a
stockholder meeting held on December 31, 1996.
In connection with the Merger, each outstanding share of common stock of
PFW, par value $.01 per share (the "PFW Common Stock"), was converted into
the right to receive 0.2173913 of a share of Company Common Stock (the
"Exchange Ratio"), together with a cash payment in lieu of any fractional
shares of Company Common Stock to which a holder of PFW Common Stock
otherwise was entitled. Each option to purchase shares of PFW Common Stock
(the "PFW Options") has been assumed by the Company and now constitutes an
option to acquire shares of Company Common Stock on substantially the same
terms and conditions as were applicable under such PFW Options, adjusted in
accordance with the Exchange Ratio.
Prior to the Merger, the shares of PFW Common Stock issuable upon
exercise of PFW Options granted under the 1993 Plan have been registered by
PFW under the following registration statements on Form S-8: File No. 33-
69936 filed with the Commission on October 5, 1993 registering 314,285
shares of PFW Common Stock (giving effect to a 1-for-3 1/2 reverse stock
split of the PFW Common Stock in November 1993); File No. 33-82514 filed
with the Commission on August 5, 1994 registering 360,715 shares of PFW
Common Stock; and File No. 333-12665 filed with the Commission on September
25, 1996 registering 575,000 shares of PFW Common Stock.
The designation of this Registration Statement as File No. 333-14699
denotes that this Registration Statement relates only to shares of Company
Common Stock previously registered under the S-4 Registration Statement
which are issuable upon exercise of options outstanding under the 1993
Plan. This Registration Statement is the first Post-Effective Amendment to
the S-4 Registration Statement.
Part I
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
Part II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended February 3,
1996;
(b) Quarterly Report on Form 10-Q for the quarter ended May 4, 1996;
(c) Quarterly Report on Form 10-Q for the quarter ended August 3, 1996;
(d) Quarterly Report on Form 10-Q for the quarter ended November 2,
1996, as amended by the Quarterly Report on Form 10-Q/A filed with
the Commission on February 4, 1997;
(e) Current Report on Form 8-K filed with the Commission on January 10,
1997;
(f) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's fiscal year ended
February 3, 1996; and
(g) The description of the Company Common Stock set forth in the
Registration Statement on Form 8-A dated February 28, 1994, as
amended by the Registration Statement on Form 8-A/A dated March 15,
1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date this Registration Statement is
filed with the Commission and prior to the filing 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 of it from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") gives Delaware corporations broad powers to indemnify their present
and former directors and officers against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with threatened, pending or completed
actions, suits or proceedings to which they are parties or are threatened
to be made parties by reason of being or having been such directors or
officers, subject to specified conditions and exclusions; gives a director
or officer who successfully defends an action the right to be so
indemnified; and permits a corporation to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any other
rights to which those indemnified may be entitled under any by-law,
agreement, vote of stockholders or otherwise.
The Company's Amended and Restated Certificate of Incorporation provides
that a director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for breaches of the director's duty of loyalty to the
Company or its stockholders, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, liabilities
for unlawful payment of dividends, unlawful stock purchases and redemptions
and transactions from which the director derives an improper personal
benefit.
As permitted by Section 145 of the DGCL, Article III, Section 13, of the
Amended and Restated By-Laws of the Company provides, in general, for the
indemnification by the Company of its directors, officers, employees and
agents (including officers and directors serving another corporation,
partnership, joint venture, trust or other enterprise in any capacity at
the Company's request), against liabilities and expenses incurred in
connection with actions, suits or proceedings brought against them by a
third party or in the right of the corporation, by reason of the fact that
they were or are such directors, officers, employees or agents, provided
that such person acted in good faith and in a manner that such person
reasonably believed was in the best interests of the Company or its
stockholders. Indemnification is not available under Article III, Section
13, with respect to any claim, issue or matter in which such person is
adjudicated to be liable to the Company unless and only to the extent that
a court determines otherwise.
Policies of insurance may be obtained and maintained by the Company
under which its directors and officers will be insured, within the limits
and subject to the limitations of the policies, against certain expenses in
connection with the defense of, and certain liabilities which might be
imposed as a result of, actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index on page 8 hereof.
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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this 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 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
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 this Registration Statement 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 February 26, 1997
PETCO ANIMAL SUPPLIES, INC.
By:/s/ BRIAN K. DEVINE
Brian K. Devine
Chairman, President and
Chief Executive Officer
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.
/s/ BRIAN K. DEVINE Chairman, President and February 26, 1997
Brian K. Devine Chief Executive Officer
(Principal Executive
Officer)
/s/ RICHARD C. ST. PETER* Executive Vice President, February 26, 1997
Richard C. St. Peter Chief Financial Officer
and Secretary (Principal
Financial Officer)
/s/ JAMES M. MYERS* Senior Vice President, February 26, 1997
James M. Myers Finance (Principal
Accounting Officer)
/s/ C. HUNTER BOLL* Director February 26, 1997
C. Hunter Boll
/s/ ANDREW G. GALEF* Director February 26, 1997
Andrew G. Galef
/s/ SHAHAN D. SOGHIKIAN* Director February 26, 1997
Shahan D. Soghikian
/s/ PETER M. STARRETT* Director February 26, 1997
Peter M. Starrett
*By:/s/ BRIAN K. DEVINE
Brian K. Devine
Attorney-in-fact
EXHIBIT INDEX
EXHIBIT PAGE
4.1 The Pet Food Warehouse, Inc. 1993 Stock Option Plan --
(Incorporated by reference to Exhibit 10.8 of the
Pet Food Warehouse, Inc.'s Registration Statement
on Form SB-2 (File No. 33-65734C)filed with the
Commission on July 6, 1993, as amended by Amendment
No. 1 filed with the Commission on August 13, 1993,
Post-Effective Amendment No. 1 filed with the
Commission on January 7, 1994, Post-Effective
Amendment No.2 filed with the Commission on
February 1, 1994 and Post-Effective Amendment No. 3
filed with the Commission on February 10, 1994.)
4.2 Pet Food Warehouse, Inc. Amendment to 1993 Stock 9
Option Plan.
5.1 Opinion of Latham & Watkins.(1) --
23.1 Consent of KPMG Peat Marwick LLP. 10
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 --
hereto.)
24.1 Power of Attorney.(1) --
___________________
(1) Previously filed with the Company's S-4 Registration Statement.
EXHIBIT 4.2
PET FOOD WAREHOUSE, INC.
AMENDMENT TO 1993 STOCK OPTION PLAN
ADOPTED BY BOARD OF DIRECTORS ON JULY 10, 1995
AND BY SHAREHOLDERS ON SEPTEMBER 14, 1995
1. Section 5 of the Plan shall be amended to read as follows:
SECTION 5.
PARTICIPANTS
"The Board, or the Committee if so empowered by the Board, shall from
time to time, at its discretion and without approval of the shareholders,
designate those directors, officers, employees, consultants or advisors of
the Company or of any Subsidiary to whom nonqualified stock options shall
be granted; provided, however, that nonemployee directors who are members
of the Committee shall only be entitled to the nonqualified stock options
granted under the provisions of Section 11 hereof; and provided further
that consultants or advisors shall not be eligible to receive stock options
hereunder unless such consultant or advisor renders bona fide services to
the Company or Subsidiary and such services are not in connection with the
offer or sale of securities in a capital-raising transaction. The Board,
or the Committee if so empowered by the Board, shall also designate those
employees of the Company or of any Subsidiary to whom incentive stock
options shall be granted.
The Board, or the Committee, if so empowered by the Board, may grant
additional incentive stock options or nonqualified stock options to some or
all participants, except nonemployee directors who are members of the
Committee, then holding options or may grant such options solely or
partially to new participants. In designating participants, the Board, or
the Committee if so empowered by the Board, shall also determine the number
of shares to be optioned to each such participant."
2. Section 6 of the Plan shall be amended to read as follows:
SECTION 6.
STOCK
"The Stock to be optioned under this Plan shall consist of authorized
but unissued shares of Common Stock. One Million Two Hundred Fifty
Thousand (1,250,000) shares of Common Stock shall be reserved and available
for options under the Plan; provided, however, the total number of shares
of Common Stock reserved for options under this Plan shall be subject to
adjustment as provided in Section 13 of the Plan. In the event that any
outstanding option granted under the Plan for any reason expires or is
terminated prior to the exercise thereof, the shares of Common Stock
allocable to the unexercised portion of such option shall continue to be
reserved for options under the Plan and may be optioned hereunder."
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Petco Animal Supplies, Inc.:
We consent to incorporation by reference in the Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 Registration Statement under the Securities
Act of 1933 (No. 333-14699) of Petco Animal Supplies, Inc. of our report
dated March 19, 1996, relating to the consolidated balance sheets of Petco
Animal Supplies, Inc. and subsidiary as of January 28, 1995 and February 3,
1996, and the related consolidated statement of operations, stockholders'
equity (deficit), and cash flows for each of the years in the three-year
period ended February 3, 1996, which report appears in the February 3,
1996, annual report on Form 10-K of Petco Animal Supplies, Inc.
/s/ KPMG Peat Marwick LLP
San Diego, California
February 25, 1997
