AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1999
Registration No. 333 -_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GARDEN RIDGE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3671679
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
19411 Atrium Place, Suite 170, Houston, Texas 77084
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Amended and Restated 1994 Stock Option Plan
Amended and Restated 1996 Non-Employee Director Stock Option Plan
(FULL TITLE OF THE PLAN)
Jane L. Arbuthnot
Garden Ridge Corporation
19411 Atrium Place, Suite 170
Houston, Texas 77084
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(281) 579-7901
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Approximate date of proposed offering: As soon after the effective date of
this Registration Statement as options granted pursuant to the Plan are
exercised or shares of Common Stock registered hereby are granted pursuant to
the Plan.
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, check the following box: [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of Amount Proposed maximum Proposed Amount of
securities to be offering price maximum aggregate registration
to be registered registered(1) per share(2) offering price(2) fee
- -----------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, $.01 1,600,000
per share par value shares $7.875 $9,119,560 $2,536
("COMMON STOCK")
=====================================================================================================
</TABLE>
(1) Represents the maximum number of shares of Common Stock of the Registrant
which could be purchased upon exercise of all stock options now outstanding
or which may hereafter be granted under the Amended and Restated 1994 Stock
Option Plan and the Amended and Restated 1996 Non-Employee Director Stock
Option Plan. The Company previously registered 200,000 shares under the
Amended and Restated 1994 Stock Option Plan pursuant to Form S-8 filed on
October 9, 1996, and 70,000 shares under the 1996 Non-Employee Director
Stock Option Plan pursuant to Form S-8 filed October 9, 1996 (Registration
No. 333-13785).
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c) and (h), based on the option exercise prices of options to
acquire 573,732 shares of Common Stock which have been granted under the
Amended and Restated 1994 Stock Option Plan, 12,500 shares of Common Stock
which have been granted under the Amended and Restated 1996 Non-Employee
Director Stock Option Plan, and the average of the high and low prices
reported by the Nasdaq National Market on June 18, 1999 with respect to
1,013,768 shares of Common Stock as to which options or rights to purchase
have not been granted as of the date of filing this Registration Statement.
<PAGE>
Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 333-13785 relating to the Plans described herein are incorporated
herein by reference.
================================================================================
EXPLANATION STATEMENT
This Registration Statement is being filed pursuant to General Instruction E
of Form S-8 to register additional shares of Common Stock in connection with
Garden Ridge Corporation's Amended and Restated 1994 Stock Option Plan and
Amended and Restated 1996 Non-Director Stock Option Plan.
-------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT NO. EXHIBIT
----------- -------
5 Opinion and Consent of Locke Liddell & Sapp LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Locke Liddell & Sapp LLP (Included in Exhibit 5 to this
Registration Statement)
Page 2
<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 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 Houston, State of Texas, on this 25 day of June,
1999.
GARDEN RIDGE CORPORATION
By: /s/ JANE L. ARBUTHNOT
JANE L. ARBUTHNOT, CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on June 25, 1999.
SIGNATURES TITLE
/s/ ARMAND SHAPIRO Chairman of the Board
(ARMAND SHAPIRO)
/s/ PAUL DAVIES Chief Executive Officer and Director
(PAUL DAVIES) (Principal Executive Officer)
/s/ JANE L. ARBUTHNOT Chief Financial Officer and Secretary
(JANE L. ARBUTHNOT) (Principal Financial and Accounting Officer)
/s/ TERRY S. BOYCE Director
(TERRY S. BOYCE)
/s/ ALYSON HENNING Director
(ALYSON HENNING)
/s/ IRA NEIMARK Director
(IRA NEIMARK)
/s/ SAM J. SUSSER Director
(SAM J. SUSSER)
/s/ BARBARA S. TAPP Director
(BARBARA S. TAPP)
/s/ H. WHITNEY WAGNER
(H. WHITNEY WAGNER) Director
Page 3
EXHIBIT 5
June 25, 1999
Garden Ridge Corporation
Suite 170
19411 Atrium Place
Houston, Texas 77084
Ladies and Gentlemen:
We have acted as counsel to Garden Ridge Corporation, a Delaware corporation
(the "COMPANY") in connection with the registration, pursuant to a Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
(the "REGISTRATION STATEMENT") under the Securities Act of 1933, as amended, of
the offering and sale to certain employees of the Company of up to 1,600,000
additional shares of the Company's Common Stock, $.01 par value (the "COMMON
STOCK"), which may be issued in connection with the exercise of certain rights
(the "OPTIONS") granted under the Company's Amended and Restated 1994 Employee
Stock Option Plan and Amended and Restated 1996 Non-Employee Director Stock
Option Plan (the "PLANS").
In such capacity we have examined the corporate documents of the Company,
including its Certificate of Incorporation, as amended, its By-laws, as amended,
and resolutions adopted by its board of directors and committees thereof. We
have also examined the Registration Statement, together with the exhibits
thereto, and such other documents which we have deemed necessary for the
purposes of expressing the opinion contained herein. We have relied upon
representations made by and certificates of officers of the Company and public
officials with respect to certain facts material to this opinion. We have made
no independent investigation regarding such representations and certificates.
Based upon the foregoing, we are of the opinion that when the Options have been
duly exercised in accordance with their respective terms, the Common Stock
issued thereupon will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
/s/ LOCKE LIDDELL & SAPP LLP
Page 5
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 12, 1999
included in the Garden Ridge Corporation's Form 10-K for the year ended January
31, 1999 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Houston, Texas
June 25, 1999