SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PET FOOD WAREHOUSE, INC.
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-1663962
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
600 SOUTH HIGHWAY 169, SUITE 701
ST. LOUIS PARK, MINNESOTA 55426
(Address of Principal Executive Office and Zip Code)
PET FOOD WAREHOUSE, INC. 1993 STOCK OPTION PLAN
(Full Title of the Plan)
Marvin W. Goldstein
President
Pet Food Warehouse, Inc.
600 South Highway 169, Suite 701
St. Louis Park, Minnesota 55426
(612) 542-0123
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
Timothy M. Heaney
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under
the Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of options
granted under the
Plan 575,000 shares $ 5.00 $2,875,000 $991.38
-------
TOTAL: $991.38
===========================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on September 20, 1996
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1993 Stock Option Plan. The contents
of the Registrant's Registration Statements on Form S-8, Reg. No. 33-69936 and
Reg. No. 33-82514, are incorporated by reference.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 St. Louis Park and State of Minnesota, on the
24th day of September, 1996.
PET FOOD WAREHOUSE, INC.
(the "Registrant")
By /s/ Marvin W. Goldstein
---------------------------------------
Marvin W. Goldstein
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints Marvin W. Goldstein
and Sharon K. Link his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Pet Food Warehouse, Inc. relating to the Company's
1993 Stock Option Plan and any or all amendments or post-effective amendments to
the Form S-8 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, each
acting alone, 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Marvin W. Goldstein Chairman, President and Chief September 24 , 1996
- ------------------------------------ Executive Officer (principal ----
Marvin W. Goldstein executive officer)
/s/ Sharon K. Link Vice President-Finance and Chief September 24 , 1996
- ------------------------------------ Financial Officer (principal ----
Sharon K. Link financial and accounting officer)
/s/ Paul D. Finkelstein Director September 24 , 1996
- ------------------------------------ ----
Paul D. Finkelstein
/s/ Stanley Goldberg Director September 24 , 1996
- ------------------------------------ ----
Stanley Goldberg
- ------------------------------------ Director September ____, 1996
Roe H. Hatlen
- ------------------------------------ Director September ____, 1996
Reid Johnson
/s/ George E. Kline Director September 24 , 1996
- ------------------------------------ ----
George E. Kline
/s/ Gordon F. Stofer Director September 24 , 1996
- ------------------------------------ ----
Gordon F. Stofer
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PET FOOD WAREHOUSE, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
Exhibit
Number Exhibit Description
- ------ -----------------------------------------------------------
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent public accountants
24 Power of attorney (See Signature Page)
Exhibit 5
FREDRIKSON & BYRON, P. A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: 612-347-7000
Fax: 612-347-7077 EXHIBIT 5
September 24, 1996
Pet Food Warehouse, Inc.
600 South Highway 169, Suite 701
St. Louis Park, Minnesota 55426
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Pet Food Warehouse, Inc. (the
"Company") in connection with the original registration by the Company on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act") of options and 575,000 shares (the "Shares") of Common Stock
issuable pursuant to the Company's 1993 Stock Option Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors and shareholders of the Company pertaining to the
adoption and approval of the Plan.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plan, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By: Timothy M. Heaney
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated March
15, 1996 included in Pet Food Warehouse, Inc.'s Form 10-KSB for the year ended
February 3, 1996 and to all references to our firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
September 24, 1996
