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As filed with the Securities and Exchange Commission on June 8, 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
------------------------
WEST MARINE, INC.
(Exact name of issuer as specified in its charter)
Delaware 77-035-5502
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
500 Westridge Drive, Watsonville, California 95076-4100
(Address of principal executive offices) (Zip Code)
WEST MARINE, INC.
ASSOCIATES STOCK BUYING PLAN
(Full title of the plan)
John Edmondson
President and Chief Executive Officer
West Marine, Inc.
500 Westridge Drive, Watsonville, California 95076-4100
(Name and address of agent for service)
(831) 728-2700
(Telephone number, including area code, of agent for service)
Copy to:
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Securities Amount Proposed Proposed Maximum
to be to be Maximum Offering Aggregate Offering Amount of
Registered Registered Price Per share* Price* Registration Fee
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 400,000 shares $ 7.88 $3,152,000.00 $832.13
</TABLE>
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* Estimated on the basis of $ 7.88, the average of the high and low prices of
shares on June 7, 2000 on the NASDAQ National Market System on June 7, 2000.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement:
(i) The latest annual report of West Marine, Inc. (the "Company") filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(ii) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Company's latest annual report; and
(iii) The description of the Company's common stock set forth in the
Company's Registration Statement on Form 8-A relating thereto, including
any amendment or report filed for the purpose of updating such description.
All documents filed by the Company after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment (that indicates all securities
offered have been sold or 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 Company's Certificate of Incorporation provides for indemnification of
its officers and directors to the fullest extent permitted by Delaware Law. The
Company has also entered into separate indemnification agreements with each of
the directors and executive officers, whereby the Company 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
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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
available at reasonable terms.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.
24.1 Power of Attorney (included on signature page)
99.1 West Marine, Inc. Associates Stock Buying Plan, as amended (incorporated by
reference to Appendix A of the Registrant's Proxy Statement, filed on March
31, 2000 (Commission File No. 000-22512)).
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;
(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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement
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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 of 1933 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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.
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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 Watsonville, State of California on the 2nd day of
June, 2000.
WEST MARINE, INC.
(Registrant)
/s/ John Edmondson
---------------------------------------
John Edmondson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Russell Solt and Randolph K. Repass his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her 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 said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or her substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ John Edmondson President and Chief Executive June 2, 2000
----------------------------------- Officer
John Edmondson
Principal Financial Officer and
Accounting Officer:
/s/ Russell Solt
----------------------------------- Senior Vice President and June 2, 2000
Russell Solt Chief Financial Officer
</TABLE>
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Directors:
<TABLE>
<S> <C> <C>
/s/ Randolph K. Repass Director June 8, 2000
--------------------------
Randolph K. Repass
/s/ John Edmonson Director June 2, 2000
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John Edmonson
/s/ Geoffrey A. Eisenberg Director June 2, 2000
---------------------------
Geoffrey A. Eisenberg
/s/ Richad E. Everett Director June 6, 2000
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Richard E. Everett
/s/ James P. Curley Director June 5, 2000
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James P. Curley
/s/ David McComas Director June 2, 2000
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David McComas
/s/ Walter Scott Director June 3, 2000
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Walter Scott
/s/ Henry Wendt Director June 2, 2000
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Henry Wendt
</TABLE>
A majority of the members of the Board of Directors.
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EXHIBIT INDEX
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.
24.1 Power of Attorney (included on signature page)
99.1 West Marine, Inc. Associates Stock Buying Plan, as amended
(incorporated by reference to Appendix A of the Registrant's Proxy
Statement, filed on March 31, 2000 (Commission File No. 000-22512)).
