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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2000
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ODWALLA, INC.
(Exact name of Registrant as Specified in Its Charter)
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<S> <C>
CALIFORNIA 77-0096788
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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120 STONE PINE ROAD
HALF MOON BAY, CALIFORNIA 94019
(Address of Principal Executive Offices)
ODWALLA, INC. AMENDED AND RESTATED
1997 STOCK OPTION/STOCK ISSUANCE PLAN
(Full Title of the Plan)
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D. STEPHEN C, WILLIAMSON
CHIEF EXECUTIVE OFFICER
ODWALLA, INC.
120 STONE PINE ROAD
HALF MOON BAY, CALIFORNIA 94019
(Name and Address of Agent for Service)
(650) 726-1888
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Amount Maximum Aggregate Amount of
Title of Securities to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee (2)
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<S> <C> <C> <C> <C>
Options to Purchase 500,000 $7.00 $3,500,000 $925.00
Common Stock, no par
value per share
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(1) Computation based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on July
18, 2000.
(2) Estimated in accordance with paragraphs (c) and (h) of Rule 457(h) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee.
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This Registration Statement is being filed to increase the number of
shares issuable under the Registrant's 1997 Stock Option/Stock Issuance Plan, as
amended (the "Plan"). The contents of the Registration Statement on Form S-8
filed with the SEC on August 21, 1997 related to the Plan are incorporated
herein by reference.
PART II
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation, incorporated by
reference to Registrant's Report on Form 10-KSB for the fiscal year ended August
31, 1994, as filed with the SEC.
4.2 Amendment to Certificate of Determination.
4.3 Amended and Restated Bylaws, Filed as Exhibit 2.1 to the Company's
Current Report dated May 2, 2000 on Form 8-K (File No. 000-23036) and
incorporated herein by reference.
5.1 Opinion of MORRISON & FOERSTER LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of MORRISON & FOERSTER LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (See signature page of this Registration
Statement).
99.1 Registrant's Amended and Restated 1997 Stock Option/Stock Issuance
Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Half Moon Bay, State of California, on July 21,
2000.
ODWALLA, INC.
By: /s/ D. Stephen C. Williamson
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D. Stephen C. Williamson
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, D. Stephen C.
Williamson and James R. Steichen, with full power to act alone, as his or her
true and lawful attorney-in-fact, with the power of substitution, for and in
such person's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective 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 each said attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact may lawfully do or cause to
be done by virtue hereof.
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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:
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SIGNATURE TITLE DATE
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/s/ D. Stephen C. Williamson Chief Executive Officer July 21, 2000
------------------------------------ (Principal Executive
D. Stephen C. Williamson Officer)
/s/ Andrew B. Balson Director July 21, 2000
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Andrew B. Balson
/s/ Richard L. Grubman Director July 21, 2000
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Richard L. Grubman
/s/ Ellis B. Jones Director July 21, 2000
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Ellis B. Jones
/s/ Mark E. Nunnelly Director July 21, 2000
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Mark E. Nunnelly
/s/ Craig H. Sakin Director July 21, 2000
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Craig H. Sakin
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