<PAGE>
As filed with the Securities and Exchange Commission on August ,1999
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>
<CAPTION>
<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)
_________________________
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, 150,000 $6.969 $1,045,350 $290.61
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 August 18, 1999.
================================================================================
<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
employees 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.
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. 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 August, 1999.
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 August 9, 1999
- ---------------------------- Director
Huib E. Geerlings
/s/ Phillip D. Wade Director August 8, 1999
- ----------------------------
Phillip D. Wade
/s/ Jay L. Essa President and Chief August 9, 1999
- ---------------------------- Executive Officer
Jay L. Essa (Principal Executive
Officer) and Director
/s/ David R. Pearce Vice President and Chief August 9, 1999
- ---------------------------- Financial Officer
David R. Pearce (Principal Financial and
Accounting Officer)
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James C. Curvey Director August 11, 1999
- ----------------------------
James C. Curvey
/s/ Robert Webb Director August 17, 1999
- ----------------------------
Robert Webb
/s/ John M. Connors, Jr. Director August 17, 1999
- ----------------------------
John M. Connors, Jr.
/s/ Gordon R. Cooke Director August 17, 1999
- ----------------------------
Gordon R. Cooke
</TABLE>
-5-
<PAGE>
EXHIBIT 4.1
-----------
As Amended April 2, 1999
and approved by the Stockholders
of the Company on May 11, 1999
GEERLINGS & WADE, INC.
STOCK OPTION PLAN
1. PURPOSE
-------
The purpose of this Stock Option Plan (the "Plan") is to advance the
interests of Geerlings & Wade, Inc. (the "Company") by enhancing the ability of
the Company, and its parent and subsidiaries (if any) to attract and retain able
employees, consultants or advisers to the Company; to reward such individuals
for their contributions; and to encourage such individuals to take into account
the long-term interests of the Company through interests in shares of the
Company's common stock, $.01 par value (the "Stock"). Any employee, consultant,
or adviser selected to receive an award under the Plan is referred to as a
"participant".
Options granted pursuant to the Plan may be incentive stock options as
defined in section 422 of the Internal Revenue Code of 1986 (as from time to
time amended, the "Code") (any option that is intended so to qualify as an
incentive stock option being referred to herein as an "incentive option"), or
options that are not incentive options, or both. Except as otherwise expressly
provided with respect to an option grant, no option granted pursuant to the Plan
shall be an incentive option.
2. ADMINISTRATION
--------------
The Plan shall be administered by the Board of Directors (the "Board") of
the Company. The Board shall have discretionary authority, not inconsistent with
the express provisions of the Plan, (a) to grant option awards to such eligible
persons as the Board may select; (b) to determine the time or times when awards
shall be granted and the number of shares of Stock subject to each award; (c) to
determine which options are, and which options are not, intended to be incentive
options; (d) to determine the terms and conditions of each award; (e) to
prescribe the form or forms of any instruments evidencing awards and
<PAGE>
any other instruments required under the Plan and to change such forms from
time to time; (f) to adopt, amend, and rescind rules and regulations for the
administration of the Plan; and (g) 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 Board shall be conclusive and shall
bind all parties. Subject to Section 9 the Board shall also have the authority,
both generally and in particular instances, to waive compliance by a participant
with any obligation to be performed by him or her under an award, to waive any
condition or provision of an award, and to amend or cancel any award (and if an
award is cancelled, to grant a new award on such terms as the Board shall
specify) except that the Board may not take any action with respect to an
outstanding award that would adversely affect the rights of the participant
under such award without such participant's consent. Nothing in the preceding
sentence shall be construed as limiting the power of the Board to make
adjustments required by Section 4(c) and Section 6(g).
The Board may, in its discretion, delegate some or all of its powers with
respect to the Plan to a committee (the "Committee"), in which event all
references (as appropriate) to the Board hereunder shall be deemed to refer to
the Committee. The Committee, if one is appointed, shall consist of at least two
directors. A majority of the members of the Committee shall constitute a quorum,
and all determinations of the Committee shall be made by a majority of its
members. Any determination of the Committee under the Plan may be made without
notice or meeting of the Committee by a writing signed by a majority of the
Committee members. On and after registration of the Stock under the Securities
Exchange Act of 1934 (the "1934 Act"), the Board shall delegate the power to
select directors and officers to receive awards under the Plan and the timing,
pricing, and amount of such awards to a Committee, all members of which shall be
disinterested persons within the meaning of Rule 16b-3 under the 1934 Act and
"outside directors" within the meaning of section 162(m)(4)(c)(i) of the Code.
3. EFFECTIVE DATE AND TERM OF PLAN
-------------------------------
The Plan shall become effective on the date on which it is approved by the
shareholders of the Company. Grants of awards under the Plan may be made prior
to that date (but after Board adoption of the Plan), subject to approval of the
Plan by the shareholders.
No awards shall be granted under the Plan after the completion of ten years
from the date on which the Plan was adopted by the Board, but awards previously
granted may extend beyond that date.
-2-
<PAGE>
4. SHARES SUBJECT TO THE PLAN
--------------------------
(a) Number of Shares. Subject to adjustment as provided in Section (c), 4
----------------
the aggregate number of shares of Stock that may be the subject of awards
granted under the Plan shall be 600,000. If any award granted under the Plan
terminates without having been exercised in full, or upon exercise is satisfied
other than by delivery of Stock, the number of shares of Stock as to which such
award was not exercised shall be available for future grants. No employee shall
be entitled to grants of options in excess of 250,000 shares, subject to
adjustment in accordance with Section 4(c).
(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, the number and kind of shares of stock or securities of the
Company subject to awards then outstanding or subsequently granted under the
Plan, the exercise price of such awards, the maximum number of shares or
securities that may be delivered under the Plan, and other relevant provisions
shall be appropriately adjusted by the Board, whose determination shall be
binding on all persons.
The Board may also adjust the number of shares subject to outstanding
awards, the exercise price of outstanding awards, and the terms of outstanding
awards, to take into consideration material changes in accounting practices or
principles, extraordinary dividends, consolidations or mergers (except those
described in Section 6(g)), acquisitions or dispositions of stock or property,
or any other event if it is determined by the Board that such adjustment is
appropriate to avoid distortion in the operation of the Plan, provided that no
such adjustment shall be made in the case of an incentive option, without the
consent of the participant, if it would constitute a modification, extension, or
renewal of the option within the meaning of section 424(h) of the Code.
5. AWARDS; ETC.
------------
Persons eligible to receive awards under the Plan shall be those persons
who, in the opinion of the Board, are in a position to make a significant
contribution to the success of the Company and its subsidiaries. A subsidiary
for purposes of the Plan shall be a corporation in which the Company owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock.
-3-
<PAGE>
Incentive options shall be granted only to "employees" as defined in the
provisions of the Code or regulations thereunder applicable to incentive stock
options.
6. TERMS AND CONDITIONS OF OPTIONS
-------------------------------
(a) Exercise Price of Options. The exercise price of each option shall be
-------------------------
determined by the Board but in the case of an incentive option shall not be less
than 100% (110%, in the case of an incentive option granted to a ten-percent
shareholder) of the fair market value of the Stock at the time the option is
granted; nor shall the exercise price be less, in the case of an original issue
of authorized stock, than par value. For this purpose, "fair market value" in
the case of incentive options shall have the same meaning as it does in the
provisions of the Code and the regulations thereunder applicable to incentive
options; and "ten-percent shareholder" shall mean any participant who at the
time of grant owns directly, or by reason of the attribution rules set forth in
section 424(d) of the Code is deemed to own, stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of any
of its parent or subsidiary corporations.
(b) Duration of Options. An option shall be exercisable during such
-------------------
period or periods as the Board may specify. The latest date on which an option
may be exercised (the "Expiration Date") shall be the date which is ten years
(five years, in the case of an incentive option granted to a "ten-percent
shareholder" as defined in (a) above) from the date the option was granted or
such earlier date as may be specified by the Board at the time the option is
granted.
(c) Exercise of Options.
-------------------
(1) An option shall become exercisable at such time or times and upon
such conditions as the Board shall specify. In the case of an option
not immediately exercisable in full, the Board may at any time
accelerate the time at which all or any part of the option may be
exercised.
(2) Any exercise of an option shall be in writing, signed by the proper
person and furnished to the Company, accompanied by (i) such
documents as may be required by the Board and (ii) payment in full
as specified below in Section 6(d) for the number of shares for
which the option is exercised.
(3) The Board shall have the right to require that the participant
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 Company with regard
to such taxes) prior to the delivery of any Stock pursuant to the
exercise of the option. If permitted by the Board, either at the
time of the grant of the option or in connection with
-4-
<PAGE>
exercise, the participant may elect, at such time and in such manner
as the Board may prescribe, to satisfy such withholding obligation
by (i) delivering to the Company Stock owned by such individual
having a fair market value equal to such withholding obligation, or
(ii) requesting that the Company withhold from the shares of Stock
to be delivered upon the exercise a number of shares of Stock having
a fair market value equal to such withholding obligation.
In the case of an incentive option, the Board may require as a
condition of exercise that the participant exercising the option
agree to inform the Company promptly of any disposition (within the
meaning of section 424(c) of the Code and the regulations
thereunder) of Stock received upon exercise. In addition, if at the
time the option is exercised the Board determines that under
applicable law and regulations the Company could be liable for the
withholding of any federal or state tax with respect to a
disposition of the Stock received upon exercise, the Board may
require as a condition of exercise that the participant exercising
the option agree to give such security as the Board deems adequate
to meet the potential liability of the Company for the withholding
of tax, and to augment such security from time to time in any amount
reasonably deemed necessary by the Board to preserve the adequacy of
such security.
(4) If an option is exercised by the executor or administrator of a
deceased participant, or by the person or persons to whom the option
has been transferred by the participant's will or the applicable
laws of descent and distribution, the Company shall be under no
obligation to deliver Stock pursuant to such exercise until the
Company is satisfied as to the authority of the person or persons
exercising the option.
(d) Payment for and Delivery of Stock. Stock purchased upon exercise of
---------------------------------
an option under the Plan shall be paid for as follows: (i) in cash, check
acceptable to the Company (determined in accordance with such guidelines as the
Board may prescribe), or money order payable to the order of the Company, or
(ii) if so permitted by the Board (which, in the case of an incentive option,
shall specify such method of payment at the time of grant), (A) through the
delivery of shares of Stock (which, in the case of Stock acquired from the
Company, shall have been held for at least six months unless the Board specifies
a shorter period) having a fair market value on the last business day preceding
the date of exercise equal to the purchase price, or (B) by delivery of a
promissory note of the participant to the Company, such note to be payable on
such terms as are specified by the Board, or (C) 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 (D) by any combination of the
permissible forms of payment; provided, that if the Stock delivered
-5-
<PAGE>
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 person
exercising the option.
(e) Delivery of Stock. A participant shall not have the rights of a
-----------------
shareholder with regard to awards under the Plan except as to Stock actually
received by him under the Plan.
The Company shall not be obligated to deliver any shares of Stock (i)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been complied with, (ii) 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 (iii) 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
award, 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 Awards. No award may be transferred other than
----------------------------
by will or by the laws of descent and distribution, and during a participant's
lifetime an award may be exercised only by him or her.
(g) Mergers, etc. In the event of any merger, consolidation, dissolution,
-------------
or liquidation of the Company, the Board in its sole discretion may, as to any
outstanding awards, make such substitution or adjustment in the aggregate number
of shares reserved for issuance under the Plan and in the number and purchase
price (if any) of shares subject to such awards as it may determine, or
accelerate, amend, or terminate such awards upon such terms and conditions as it
shall provide (which, in the case of the termination of the vested portion of
any award, shall require payment or other consideration which the Board deems
equitable in the circumstances).
7. TERMINATION OF EMPLOYMENT
-------------------------
If a participant's employment or other service relationship with the
Company terminates prior to the Expiration Date the following shall apply:
(a) Options that are not exercisable immediately prior to the termination
shall terminate, except that the Board may in its sole discretion
provide that the participant or beneficiary receive in cash, with
respect to each share of Stock to which an option relates, the excess
of (i) the share's fair market
-6-
<PAGE>
value on the date of the participant's termination, over (ii) the
option exercise price.
(b) To the extent exercisable immediately prior to termination of
employment or other service, the option shall continue to be
exercisable thereafter during the period prior to the Expiration Date
and within 60 days following the termination (180 days in the event
that a participant's service terminates by reason of death), unless
the participant's employment or other service is terminated "for
cause" as defined in (c) below, in which case all awards shall
terminate immediately. Except as otherwise provided in an award,
after completion of the 60-day (or 180-day) period, such awards shall
terminate to the extent not previously exercised, expired, or
terminated.
(c) The following, as determined by the Board in its reasonable judgment
shall constitute "cause" termination: (i) a participant's failure to
perform, or negligence in the performance of, his or her duties and
responsibilities to the Company; (ii) a participant's fraud,
embezzlement or other material dishonesty with respect to the Company;
or (iii) other conduct by a participant that is harmful to the
business, interest, or reputation of the Company.
No option shall be exercised or surrendered in exchange for a cash payment after
the Expiration Date.
In the case of any award, the Board may provide in the case of any award
for post-termination exercise provisions different from those expressly set
forth in this Section 7, including without limitation terms allowing a later
exercise by a former employee, consultant or advisor (or, in the case of a
former employee, consultant or advisor who is deceased, the person or persons to
whom the award is transferred by will or the laws of descent and distribution)
as to all or any portion of the award not exercisable immediately prior to
termination of employment or other service, but in no case may an award be
exercised after the Expiration Date.
8. EMPLOYMENT RIGHTS
-----------------
Neither the adoption of the Plan nor the grant of awards shall confer upon
any participant any right to continue as an employee of, or consultant or
adviser to, the Company, its parent, or any subsidiary or affect in any way the
right of the Company, its parent, or a subsidiary to terminate the participant's
relationship at any time. Except as specifically provided by the Board in any
particular case, the loss of existing or potential profit in awards granted
under this Plan shall not constitute an element of damages in the
-7-
<PAGE>
event of termination of the relationship of a participant even if the
termination is in violation of an obligation of the Company to the participant
by contract or otherwise.
9. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, AND TERMINATION
----------------------------------------------------------------
Neither adoption of the Plan nor the grant of awards to a participant shall
affect the Company's right to make awards to such participant that are not
subject to the Plan, to issue to such participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued.
The Board may at any time discontinue granting awards under the Plan. With
the consent of the participant, the Board may at any time cancel an existing
award in whole or in part and grant another award for such number of shares as
the Board specifies. The Board may at any time or times amend the Plan or any
outstanding award for the purpose of satisfying the requirements of section 422
of the Code or of any changes in applicable laws or regulations or for any other
purpose that may at the time be permitted by law, or may at any time terminate
the Plan as to any further grants of awards; except that no such amendment shall
adversely affect the rights of any participant (without his or her consent)
under any award previously granted.
-8-
<PAGE>
Exhibit 5
---------
August 17, 1999
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 150,000 shares of common stock, $.01 par value
(the "Shares"), of Geerlings & Wade, Inc. (the "Company"). The Shares are
issuable under the Company's Stock Option Plan, as amended (the "Stock Option
Plan").
We have acted as counsel for the Company in connection with the 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 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 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 29, 1999 included in
Geerlings & Wade, Inc.'s Form 10-K for the year ended December 31, 1998.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 17, 1999
