<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1998
File No. 33-________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
GEERLINGS & WADE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Massachusetts 5995 04-2935863
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
960 Turnpike Street
Canton, Massachusetts 02021
(781) 821-4152
(Address of principal executive offices, including zip code)
_________________________
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
_________________________
(Full title of the plan)
David R. Pearce
Vice President and Chief Financial Officer
Geerlings & Wade, Inc.
960 Turnpike Street
Canton, Massachusetts 02021
(781) 821-4152
_________________________
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share/(1)/ price/(1)/
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 75,000 $3.25 $243,750 $71.91
par value $0.01 shares
</TABLE>
/(1)/ Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the common stock, $.01 par value (the "Common Stock"), of
Geerlings & Wade, Inc. reported on the NASDAQ National Market System on
October 16, 1998.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1
of this Form S-8 and the statement of availability of information regarding
Geerlings & Wade, Inc. (the "Company" or the "Registrant"), and other
information required by Item 2 of this Form S-8 will be sent or given to non-
employee directors as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. The Company shall maintain a file of such documents in accordance
with the provisions of Rule 428. Upon request, the Registrant will furnish to
the Commission or its staff a copy of any or all of the documents included in
such file.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant hereby incorporates the following documents herein by
reference:
(a) The Company's latest Annual Report filed pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act").
(b) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Company's Annual
Report referred to above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 0-24048) filed with
the Commission under the Exchange Act on May 5, 1994.
(d) The Company's Registration Statement on Form S-8 in connection with the
Company's Non-Employee Director Stock Option Plan, filed with the
Commission on November 23, 1994 (No. 33-8668).
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents.
Item 8. Exhibits.
--------
Exhibit
4.1 Geerlings & Wade, Inc. Non-Employee Director Stock Option Plan, as
amended.
5. Opinion of Ropes & Gray.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
this Registration Statement).
24 Powers of Attorney (included on signature page).
-3-
<PAGE>
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 on Form S-8 and has duly caused this Amendment to
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Canton, in The
Commonwealth of Massachusetts, on this 19th day of October, 1998.
GEERLINGS & WADE, INC.
By /s/ Jay L. Essa
-------------------------------------
Jay L. Essa
President and Chief Executive Officer
POWER OF ATTORNEY
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. Each person whose signature appears below hereby authorizes
and constitutes Jay L. Essa and David R. Pearce, and each of them singly, his
true and lawful attorneys with full power to them, and each of them singly, to
sign for him and in his name in the capacities indicated below any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with exhibits thereto, and other documents in connection
therewith, and he hereby ratifies and confirms his signature as it may be signed
by said attorneys, or any of them, to any and all such amendments.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
<S> <C> <C>
/s/ Huib E. Geerlings Chairman of the Board and October 12, 1998
- -------------------------------- Director
Huib E. Geerlings
/s/ Phillip D. Wade Director October 12, 1998
- --------------------------------
Phillip D. Wade
/s/ Jay L. Essa President and Chief October 12, 1998
- -------------------------------- Executive Officer (Principal
Jay L. Essa Executive Officer) and
Director
/s/ David R. Pearce Vice President and Chief October 12, 1998
- -------------------------------- Financial Officer
David R. Pearce (Principal Financial and
Accounting Officer)
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James C. Curvey Director October 12, 1998
- --------------------------------
James C. Curvey
/s/ Robert Webb Director October 12, 1998
- --------------------------------
Robert Webb
/s/ John M. Connors, Jr. Director October 16, 1998
- --------------------------------
John M. Connors, Jr.
/s/ Gordon R. Cooke Director October 12, 1998
- --------------------------------
Gordon R. Cooke
</TABLE>
-5-
<PAGE>
EXHIBIT INDEX
Page
Title of Exhibit Number
- ------------------ ------
4.1 Geerlings & Wade, Inc. Non-Employee
Director Stock Option Plan, as amended.
5. Opinion of Ropes & Gray.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ropes & Gray (contained in the
opinion filed as Exhibit 5 to this Registration
Statement).
24 Power of Attorney (included on signature
page).
-6-
<PAGE>
EXHIBIT 4.1
-----------
As amended on February 24,
1998 and approved by the
Stockholders of the Company on
May 12, 1998.
GEERLINGS & WADE, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE
-------
The purpose of this Non-Employee Director Stock Option Plan (the "Plan") is to
advance the interests of Geerlings & Wade, Inc. (the "Company") by enhancing the
ability of the Company to attract and retain non-employee directors who are in a
position to make significant contributions to the success of the Company and to
reward directors for such contributions through ownership of shares of the
Company's common stock (the "Stock").
2. ADMINISTRATION
--------------
The Plan shall be administered by a committee (the "Committee") of the Board
of Directors (the "Board") of the Company designated by the Board for that
purpose. Unless and until a Committee is appointed the Plan shall be
administered by the entire Board, and references in the Plan to the "Committee"
shall be deemed references to the Board. The Committee shall have authority,
not inconsistent with the express provisions of the Plan, (a) to grant options
in accordance with the Plan to such directors as are eligible to receive
options; (b) to prescribe the form or forms of instruments evidencing options
and any other instruments required under the Plan and to change such forms from
time to time; (c) to adopt, amend and rescind rules and regulations for the
administration of the Plan; and (d) to interpret the Plan and to decide any
questions and settle all controversies and disputes that may arise in connection
with the Plan. Such determinations of the Committee shall be conclusive and
binding on all parties.
3. EFFECTIVE DATE AND TERM OF PLAN
-------------------------------
The Plan shall become effective on the date of the closing of the Company's
initial public offering subject to the Plan's prior approval by the Board of
Directors and the stockholders of the Company. No option shall be granted under
the Plan after the completion of ten years from the date on which the Plan
became effective, but options previously granted may extend beyond that date.
<PAGE>
4. SHARES SUBJECT TO THE PLAN
--------------------------
(a) Number of Shares. Subject to adjustment as provided in Section 4(c), the
----------------
aggregate number of shares of Stock that may be delivered upon the exercise of
options granted under the Plan shall be 125,000. If any option granted under
the Plan terminates without having been exercised in full, the number of shares
of Stock as to which such option was not exercised shall be available for future
grants within the limits set forth in this Section 4(a).
(b) Shares to be Delivered. Shares delivered under the Plan shall be
----------------------
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury. No fractional shares of Stock shall be delivered under the Plan.
(c) Changes in Stock. In the event of a stock dividend, stock split or
----------------
combination of shares, recapitalization or other change in the Company's capital
stock, after the effective date of the Plan, the number and kind of shares of
stock or securities of the Company subject to options then outstanding or
subsequently granted under the Plan, the maximum number of shares or securities
that may be delivered under the Plan, the exercise price, and other relevant
provisions shall be appropriately adjusted by the Committee, whose determination
shall be binding on all persons.
5. ELIGIBILITY FOR OPTIONS
-----------------------
Directors eligible to receive options under the Plan ("Eligible Directors")
shall be those directors, other than employees of the Company or of any
subsidiary of the Company, who are members of, or who have been designated to
serve as members of, the Board.
6. TERMS AND CONDITIONS OF OPTIONS
-------------------------------
(a) Number of Options.
-----------------
Each individual who becomes an Eligible Director on the date on which the
Company's initial public offering is completed shall be awarded on such date an
option covering 2,500 shares of Stock. Each individual who becomes an Eligible
Director after the date on which the Company's initial public offering is
completed shall be awarded an initial grant covering 2,500 shares of Stock on
the date of his or her first becoming an Eligible Director. Thereafter, each
Eligible Director shall be awarded an option covering an additional 2,500 shares
of Stock on the anniversary of the date on which such Eligible Director was
elected to the board.
(b) Exercise Price. The exercise price of each option shall be (i) in the
--------------
case of options granted upon completion of the Company's initial public
offering, the initial public offering price, and (ii) in the case of all other
options, 100% of the fair market value per share of the Stock at the time the
option is granted. In no event, however, shall the option price be less, in the
case of an original issue of authorized stock, than par value per share. For
purposes of this
-2-
<PAGE>
paragraph, (A) the fair market value of a share of Stock on any date shall be
the Closing Price on such day or, if there was no Closing Price on such day, the
latest day prior thereto on which there was a Closing Price; and (B) the
"Closing Price" of the Stock on any business day will be the last sale price as
reported on the principal market on which the Stock is traded or, if no last
sale is reported, then the mean between the highest bid and lowest asked prices
on that day.
(c) Duration of Options. The latest date on which an option may be exercised
-------------------
(the "Final Exercise Date") shall be the date which is ten years from the date
such option was granted.
(d) Exercise of Options.
-------------------
(1) Each option shall become exercisable in accordance with the following
formula:
(A) One year after the date of the grant, the option shall become
exercisable to the extent of one-third of the shares covered
thereby;
(B) On the second anniversary of the date of the grant the option
shall become exercisable as to an additional one-third of the
shares covered thereby; and
(C) On the third anniversary of the date of the grant the option
shall become exercisable as to the remainder of the shares
covered thereby.
(2) Any exercise of an option shall be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (i) any
documentation required by the Committee and (ii) payment in full for
the number of shares for which the option is exercised.
(3) The Committee shall have the right to require that the individual
exercising the option remit to the Company an amount sufficient to
satisfy any federal, state, or local withholding tax requirements (or
make other arrangements satisfactory to the Committee with regard to
such taxes) prior to the delivery of any Stock pursuant to the
exercise of the option. If permitted by the Committee the individual
exercising the option may elect, at such time and in such manner as
the Committee may prescribe, to have the Company hold back from the
transfer Stock having a value calculated to satisfy such withholding
obligation. In the case of an individual subject to Section 16(b) of
the Securities Exchange Act of 1934, no such election shall be
effective unless made in compliance with the applicable requirements
of Rule 16b-3 or any successor Rule under that Act.
(4) If an option is exercised by the executor or administrator of a
deceased Eligible Director, or by the person or persons to whom the
option has been transferred by the Director's will or the applicable
laws of descent and distribution, the Company shall be under no
obligation to deliver Stock pursuant to such exercise
-3-
<PAGE>
until the Company is satisfied as to the authority of the person or
persons exercising the option.
(e) Payment for and Delivery of Stock. Stock purchased under the Plan shall
---------------------------------
be paid for as follows: (i) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company or (ii) if so permitted by the
original terms of the option or by the Committee after grant of the option, (A)
through the delivery of shares of Stock (which, in the case of shares of Stock
acquired from the Company, have been outstanding for at least six months) having
a fair market value on the last business day preceding the date of exercise
equal to the purchase price or (B) by having the Company hold back from the
shares transferred upon exercise Stock having a fair market value on the last
business day preceding the date of exercise equal to the purchase price or (C)
by delivery of a promissory note of the option holder to the Company, such note
to be payable on such terms as are specified or (D) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (E) by any combination of
the permissible forms of payment; provided, that if the Stock delivered upon
--------
exercise of the option is an original issue of authorized Stock, at least so
much of the exercise price as represents the par value of such Stock shall be
paid other than with a personal check or promissory note of the option holder.
An option holder shall not have the rights of a stockholder with regard to
awards under the Plan except as to Stock actually received by him or her under
the Plan.
The Company shall not be obligated to deliver any shares of Stock (a) until,
in the opinion of the Company's counsel, all applicable federal and state laws
and regulations have been complied with, and (b) if the outstanding Stock is at
the time listed on any stock exchange, until the shares to be delivered have
been listed or authorized to be listed on such exchange upon official notice of
issuance, and (c) until all other legal matters in connection with the issuance
and delivery of such shares have been approved by the Company's counsel. If the
sale of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the option, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and may require that the certificates
evidencing such Stock bear an appropriate legend restricting transfer.
(f) Nontransferability of Options. No option may be transferred other than
-----------------------------
by will or by the laws of descent and distribution, and during an Eligible
Director's lifetime an option may be exercised only by him or her.
(g) Death. Upon the death of any Eligible Director granted options under
-----
this Plan, all options not then exercisable shall terminate. All options held
by the Eligible Director that are exercisable immediately prior to death may be
exercised by his or her executor or administrator, or by the person or persons
to whom the option is transferred by will or the applicable laws of descent and
distribution, at any time within one year after the Eligible Director's death
(subject, however, to the limitations of Section 6(c) regarding the maximum
exercise period for such
-4-
<PAGE>
option). After completion of that one-year period, such options shall terminate
to the extent not previously exercised.
(h) Other Termination of Status of Director. If an Eligible Director's
---------------------------------------
service with the Company terminates for any reason other than death, all options
held by the Eligible Director that are not then exercisable shall terminate.
Options that are exercisable on the date of termination shall continue to be
exercisable for a period of three months (subject to Section 6(c)). After
completion of that three-month period, such options shall terminate to the
extent not previously exercised, expired or terminated.
(i) Mergers, etc. In the event of a consolidation or merger in which the
------------
Company is not the surviving corporation or which results in the acquisition of
substantially all the Company's outstanding Stock by a single person or entity
or by a group of persons and/or entities acting in concert, or in the event of a
sale or transfer of substantially all of the Company's assets or a dissolution
or liquidation of the Company, all options hereunder will terminate; provided,
--------
that 20 days prior to the effective date of any such merger, consolidation sale,
dissolution, or liquidation, all options outstanding hereunder that are not
otherwise exercisable shall become immediately exercisable.
7. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, TERMINATION AND
----------------------------------------------------------------
EFFECTIVENESS
-------------
Neither adoption of the Plan nor the grant of options to an Eligible Director
shall affect the Company's right to grant to such Eligible Director options that
are not subject to the Plan, to issue to such Eligible Director's Stock as a
bonus or otherwise, or to adopt other plans or arrangements under which Stock
may be issued to directors.
The Committee may at any time terminate the Plan as to any further grants of
options. The Committee may at any time or times, but in no event (except to
comply with the provisions of the Internal Revenue Code, the Employee Retirement
Income Security Act or the rules thereunder) more than once in any six-month
period, amend the Plan for any purpose which may at the time by permitted by
law; provided, that except to the extent expressly required or permitted by the
--------
Plan, no such amendment will, without the approval of the stockholders of the
Company, effectuate a change for which stockholder approval is required in order
for the Plan to continue to qualify under Rule 16b-3 promulgated under Section
16 of the Securities Exchange Act of 1934, as amended.
-5-
<PAGE>
EXHIBIT 5
---------
[LETTERHEAD OF ROPES & GRAY]
October 20, 1998
Geerlings & Wade, Inc.
960 Turnpike Street
Canton, Massachusetts 02021
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 75,000 shares of common stock, $.01 par value
(the "Shares"), of Geerlings & Wade, Inc. (the "Company"). The Shares are
issuable under the Company's Non-Employee Director Stock Option Plan, as amended
(the "Director Stock Option Plan").
We have acted as counsel for the Company in connection with the Director
Stock Option Plan and are familiar with the actions taken by the Company in
connection therewith. For purposes of this opinion, we have examined copies of
the Registration Statement, the Director Stock Option Plan and such other
documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that, when the Shares have
been issued and sold and consideration received by the Company therefor in
accordance with the terms of the Director Stock Option Plan, the Shares will
have been validly issued and will be fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement.
Very truly yours,
/s/Ropes & Gray
----------------------------
Ropes & Gray
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 of our report dated January 31, 1998 included in
Geerlings & Wade, Inc.'s Form 10-K for the year ended December 31, 1997.
/S/ARTHUR ANDERSEN LLP
----------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
October 15, 1998
