<PAGE>
As Filed with the Securities and Exchange Commission on July 26, 1996
File 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
----------------------
COASTCAST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
California 95-3454926
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION
NUMBER)
3025 East Victoria Street
Rancho Dominguez, California 90221
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1996 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN(1)
1995 AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN(2)
(FULL TITLE OF THE PLAN)
RICHARD W. MORA, PRESIDENT
COASTCAST CORPORATION
3025 East Victoria Street
Rancho Dominguez, California 90221
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 638-0595
(TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies of Communications to:
ROBERT H. GOON, ESQ.
JEFFER, MANGELS, BUTLER & MARMARO LLP
2121 Avenue of the Stars, 10th Floor
Los Angeles, California 90067
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: [ X ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount Proposed Proposed Amount of
to be to be Maximum Offering Maximum Registration
Registered Registered Price per share(3) Aggregate Offering Price Fee(4)
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<S> <C> <C> <C> <C>
Common Stock, no par 650,000 $18.6875 $12,146,875 $4,188.61
value, to be issued
under Employee Plan
Common Stock, no par 150,000 $18.6875 $2,803,125 $966.60
value, to be issued
under Director Plan
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</TABLE>
(1) Formerly referred to as the 1993 Amended and Restated Employee Stock Option
Plan on Form S-8 Registration Statement File No. 33-77540, the contents of
which are incorporated herein by this reference.
(2) Formerly referred to as the Non-Employee Director Stock Option Plan on Form
S-8 Registration Statement File No. 33-77540, the contents of which are
incorporated herein by this reference.
(3) Solely for purposes of calculating the registration fee payable herewith.
(4) Calculated pursuant to Rule 457(h) and 457(c) under the Securities Act of
1933.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Rancho Dominguez, State of California, on the 26th
day of July, 1996.
COASTCAST CORPORATION
By: /s/ RICHARD W. MORA
--------------------------
Richard W. Mora, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
- ------------------------------ ------------------------------ -------
<S> <C> <C>
/s/ HANS H. BUEHLER
- ------------------------------
Hans H. Buehler Chairman of the Board, Chief July 26, 1996
Executive Officer and Director
(Principal Executive Officer)
/s/ RICHARD W. MORA
- ------------------------------
Richard W. Mora President, Chief Operating Officer July 26, 1996
and Director
/s/ ROBERT C. BRUNING
- ------------------------------
Robert C. Bruning Chief Financial Officer July 26, 1996
(Principal Financial and
Accounting Officer)
/s/ EDWIN A. LEVY
- ------------------------------
Edwin A. Levy Director July 26, 1996
/s/ PAUL A. NOVELLY
- ------------------------------
Paul A. Novelly Director July 26, 1996
/s/ GEORGE L. GRAZIADIO
- ------------------------------
George L. Graziadio Director July 26, 1996
/s/ LEE E. MIKLES
- ------------------------------
Lee E. Mikles Director July 26, 1996
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description Page
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5 Opinion of Jeffer, Mangels, Butler & Marmaro LLP
with respect to legality of securities being
registered (including consent contained therein).
23 Consent of Deloitte & Touche LLP.
<PAGE>
[LETTERHEAD]
July 26, 1996 52072-0001
Coastcast Corporation
3025 East Victoria Street
Rancho Dominguez, California 90221
Re: Coastcast Corporation Registration
Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), that Coastcast Corporation (the
"Company") intends to file with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of (i) 650,000 additional shares of the Company's common stock,
no par value ("Common Stock"), to be issued under the Company's 1996 Amended
and Restated Employee Stock Option Plan (the "Employee Plan"), and (ii) 150,000
additional shares of Common Stock (collectively with the shares identified in
(i) above, the "Shares") to be issued under the Company's 1995 Amended and
Restated Non-Employee Director Stock Option Plan (collectively, with the
Employee Plan, the "Plans"). We are familiar with the actions taken and
proposed to be taken by you in connection with the authorization and proposed
issuance and sale of the Shares.
It is our opinion that when the Registration Statement has become
effective under the Act subject to said actions being duly taken and
completed by you as now contemplated in the Plans prior to the issuance of
the Shares and subject to the appropriate qualification of the Shares by the
appropriate authorities of the various states in which the Shares will be
sold, the Shares will, upon the issuance and the sale thereof in the manner
referred to in the Plans, be validly issued, fully paid and non-assessable.
<PAGE>
JEFFER, MANGELS, BUTLER & MARMARO LLP
Coastcast Corporation
July 26, 1996
Page 2
Robert H. Goon, the beneficial owner of 6,500 shares of Common Stock, is a
partner in this firm.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the filing of this opinion in connection with such
filings of applications by the Company as may be necessary to register, qualify
or establish eligibility for an exemption from registration or qualification of
the Shares under the blue sky laws of any state or other jurisdiction. In
giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission promulgated thereunder.
Respectfully submitted,
/s/ JEFFER, MANGELS, BUTLER & MARMARO LLP
-----------------------------------------
JEFFER, MANGELS, BUTLER & MARMARO LLP
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Coastcast Corporation of our report, dated February 7, 1996,
appearing in the Annual Report on Form 10-K of Coastcast Corporation for the
year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Long Beach, California
July 26, 1996
