As filed with the Securities and Exchange Commission on August 7, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
GADZOOKS, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 74-2261048
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4121 INTERNATIONAL PARKWAY
CARROLLTON, TEXAS 75007
(Address of Principal (Zip Code)
Executive Offices)
GADZOOKS, INC.
1992 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
Gerald R. Szczepanski
4121 INTERNATIONAL PARKWAY
CARROLLTON, TEXAS 75007
(Name and address of agent for service)
(972) 307-5555
(Telephone number, including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
======================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES REGISTERED PRICE PER OFFERING REGISTRATION
TO BE REGISTERED (1) SHARE (2) PRICE (2) FEE
- ------------------- ------------ ---------- ---------- ------------
Common Stock, $0.01
par value
("Common Stock") 670,000(3) $12.375 $8,291,250 $2,445.92
(1) Pursuant to Rule 416, this Registration Statement also includes an
indeterminate number of additional shares that may hereafter become
issuable as a result of the adjustment provisions of the Plans.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) and calculated on the basis of the average of
the high and low sales prices of the Common Stock of Gadzooks, Inc. on
August 3, 1998, as reported by The Nasdaq National Market.
(3) Issuable upon exercise of options available for grant under the Plans.
______________________
STATEMENT OF INCORPORATION BY REFERENCE.
This Registration Statement on Form S-8 registers additional
securities of the same class as other securities for which Registration
Statements on Form S-8 have been filed and declared effective as of October
12, 1995 and September 16, 1996, respectively, relating to the same
employee benefit plans. Accordingly, pursuant to General Instruction E of
Form S-8 promulgated under the Securities Act of 1933, as amended (the
"Act"), the contents of the Registration Statements on Form S-8 (Nos. 33-
98038 and 333-12097), filed with the Securities and Exchange Commission on
October 12, 1995 and September 16, 1996, respectively, are hereby
incorporated by reference with respect to the information required pursuant
to this Registration Statement on Form S-8. Capitalized terms used herein
but not defined shall have the meanings ascribed to them by the
incorporated documents.
SIXTH AMENDMENT TO THE 1992 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN.
The Sixth Amendment to the 1992 Incentive and Nonstatutory Stock
Option Plan (the "Incentive Plan") increases the number of shares available
for issuance under the Incentive Plan by 600,000 shares. A copy of the
Sixth Amendment to the Incentive Plan is attached to this Registration
Statement as Exhibit 4.8.
FIRST AMENDMENT TO THE 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.
The First Amendment to the 1995 Non-Employee Director Stock Option
Plan (the "Director Plan") (i) fixes the number of shares for which options
will be granted to newly elected or appointed non-employee directors at
5,000 shares, (ii) fixes the number of shares for which options will be
granted annually to incumbent non-employee directors at 2,000 shares and
has such options vest over two years, (iii) provides for a one-time grant
of an option to purchase 5,000 shares to each incumbent non-employee
director on June 18, 1998, (iv) accelerates the vesting and extends the
exercise period of a non-employee director's options upon his cessation of
service as a director if such director has served on the Board of Directors
for at least five (5) consecutive years immediately preceding the date of
such cessation of service, (v) changes the date of the annual grant of
options to each non-employee director to the third day after the release of
annual earnings by Gadzooks, Inc., and (vi) increases the number of shares
available for issuance under the Director Plan by 70,000 shares. A copy of
the First Amendment to the Director Plan is attached to this Registration
Statement as Exhibit 4.10.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the shares of Common Stock offered by
this Registration Statement will be passed upon for the Company by Akin,
Gump, Strauss, Hauer & Feld, L.L.P., Dallas, Texas.
EXHIBITS
See Index to Exhibits incorporated herein by reference.
[The remainder of this page is intentionally left blank]
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 Carrollton, State of Texas on
August 4, 1998.
GADZOOKS, INC.
By: /S/ GERALD R. SZCZEPANSKI
-------------------------------
Gerald R. Szczepanski
Chairman of the Board, Chief
Executive Officer and President
The undersigned directors and officers of Gadzooks, Inc. hereby
constitute and appoint Gerald R. Szczepanski and Monty R. Standifer and
each of them, with full power to act without the other and with full power
of substitution and resubstitution, our true and lawful attorneys-in-fact
with full power to execute in our name and behalf in the capacities
indicated below any and all amendments (including post-effective amendments
and amendments thereto) to this Registration Statement and to file the
same, with all exhibits thereto and other documents in connection therewith
with the Commission and hereby ratify and confirm all that such attorneys-
in-fact, or either of them, or their substitutes shall 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 below by the following persons in
the capacities indicated on August 4, 1998.
SIGNATURE TITLE
/S/ GERALD R. SZCZEPANSKI Chairman of the Board, Chief Executive
- --------------------------- Officer and President
Gerald R. Szczepanski (Principal Executive Officer)
/S/ MONTY R. STANDIFER Senior Vice President, Chief Financial
- --------------------------- Officer, Treasurer and Secretary
Monty R. Standifer (Principal Financial and Accounting
Officer)
/S/ LAWRENCE H. TITUS, JR. Director
- ---------------------------
Lawrence H. Titus, Jr.
/S/ G. MICHAEL MACHENS Director
- ---------------------------
G. Michael Machens
/S/ ALAN W. CRITES Director
- ---------------------------
Alan W. Crites
/S/ ROBERT E.M. NOURSE Director
- ---------------------------
Robert E.M. Nourse
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
4.1 - Second Restated Articles of
Incorporation of the Company (filed
as Exhibit 4.1 to the Company's Form
S-8 (No. 33-98038) filed with the
Commission on October 12, 1995 and
incorporated herein by reference).
4.2 - Amended and Restated Bylaws of the
Company (filed as Exhibit 4.2 to the
Company's Form S-8 (No. 33-98038)
filed with the Commission on
October 12, 1995 and incorporated
herein by reference).
4.3 - First Amendment to the Amended and
Restated Bylaws of the Company (filed
as Exhibit 3.3 to the Company's
Quarterly Report on Form 10-Q for the
quarter ended August 2, 1997 filed
with the Commission on September 16,
1997 and incorporated herein by
reference).
4.4 - Specimen Certificate for shares of
Common Stock, $.01 par value, of the
Company (filed as Exhibit 4.1 to the
Company's Amendment No. 2 to Form S-1
(No. 33-95090) filed with the
Commission on September 8, 1995 and
incorporated herein by reference).
4.5 - Gadzooks, Inc. 1992 Incentive and
Nonstatutory Stock Option Plan dated
February 26, 1992, and Amendments No.
1 through 3 thereto (filed as Exhibit
10.8 to the Company's form S-1 (No.
33-95090) filed with the Commission
on July 28, 1995 and incorporated
herein by reference).
4.6 - Amendment No. 4 to the Gadzooks, Inc.
1992 Incentive and Nonstatutory Stock
Option Plan (filed as Exhibit 10.14
to the Company's Amendment No. 3 to
Form S-1 (No. 33-95090) filed with
the Commission on September 27, 1995
and incorporated herein by
reference).
4.7 - Amendment No. 5 to the Gadzooks, Inc.
1992 Incentive and Nonstatutory Stock
Option Plan dated September 12, 1996
(filed as Exhibit 10.13 to the
Company's 1996 Annual Report on Form
10-K filed with the Commission on
April 23, 1997 and incorporated
herein by reference).
4.8* - Amendment No. 6 to the Gadzooks, Inc.
1992 Incentive and Nonstatutory Stock
Option Plan.
4.9 - Gadzooks, Inc. 1995 Non-Employee
Director Stock Option Plan (filed as
Exhibit 10.10 to the Company's Form S-
1 (No. 333-00196) filed with the
Commission on January 9, 1996 and
incorporated herein by reference).
4.10* - Amendment No. 1 to the Gadzooks, Inc.
1995 Non-Employee Director Stock
Option Plan.
5.1* - Opinion and Consent of Akin, Gump,
Strauss, Hauer & Feld, L.L.P.
23.1* - Consent of PricewaterhouseCoopers
LLP.
23.2* - Consent of Akin, Gump, Strauss, Hauer
& Feld, L.L.P. (included in its
opinion filed as Exhibit 5.1 hereto).
24* - Power of Attorney (included on
signature page of this Registration
Statement).
* Filed herewith
EXHIBIT 4.8
AMENDMENT NO. 6 TO THE
GADZOOKS, INC.
1992 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
The Gadzooks, Inc. 1992 Incentive and Nonstatutory Stock Option Plan,
as amended is hereby amended as follows:
(1) The first paragraph of Section 3 thereof is hereby amended to
read in its entirety as follows:
"3. STOCK SUBJECT TO THE PLAN. Subject to the
provisions of Section 11 of the Plan, the maximum
aggregate number of shares which may be optioned and
sold under the Plan is 1,500,000 shares of Common
Stock. The Shares may be authorized, but unissued, or
reacquired Common Stock."
(2) Section 13(a)(i) thereof is hereby amended to read in its
entirety as follows:
"(i) an increase in the number of Shares subject to the
Plan above 1,500,000 Shares, other than in connection
with an adjustment under Section 11 of the Plan;"
IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Amendment No. 6 as of the 18th day of June, 1998.
GADZOOKS, INC.
By: /S/ MONTY R. STANDIFER
--------------------------------
Name: Monty R. Standifer
Title: Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
EXHIBIT 4.10
AMENDMENT NO. 1 TO THE
GADZOOKS, INC.
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The Gadzooks, Inc. 1995 Non-Employee Director Stock Option Plan is
hereby amended as follows:
(1) Section 2 thereof is hereby amended to read in its entirety as
follows:
"2. AVAILABLE SHARES. The maximum number of shares of
Common Stock for which Options may be granted under this
Plan shall not exceed one hundred thousand (100,000) shares,
subject to adjustment in accordance with Section 10 of this
Plan. The shares may be authorized, but unissued, or
reacquired Common Stock. If an Option should expire or
become unexercisable without having been exercised in full,
the unpurchased shares which were subject thereto shall,
unless the Plan shall have been terminated, become available
for future grants under the Plan."
(2) Section 4 thereof is hereby amended to read in its entirety as
follows:
"4. AUTOMATIC GRANT OF OPTIONS.
(a) ANNUAL GRANTS. Subject to the availability of
shares under this Plan, each person who is a member of the
Company's Board of Directors on the third day after the
Company's release of annual earnings for a fiscal year (the
"Grant Date"), and who is neither an employee nor an officer
of the Company on any such date, is automatically granted on
each such date for services rendered during the period since
the last Grant Date (the "Service Period"), without further
action by the Board of Directors, an Option to purchase
2,000 shares of Common Stock. If a director did not serve
the Company as a non-employee director during the entire
Service Period preceding the Grant Date, the number of
shares subject to the Option granted to such director shall
be equal to the product (rounded to the nearest whole share)
of (a) a fraction, the numerator of which is the number of
days in the Service Period such person served as a non-
employee director of the Company and the denominator of
which is the number of days in the Service Period and (b)
2,000.
(b) GRANTS TO NEW DIRECTORS. Each person who is
neither an employee nor an officer of the Company who
becomes a member of the Board of Directors for the first
time will be automatically granted on the date such
membership on the Board of Directors commences, without
further action by the Board of Directors, an Option to
purchase 5,000 shares of Common Stock.
(c) SPECIAL GRANT TO INCUMBENT DIRECTORS. On June 18,
1998, Alan W. Crites, G. Michael Machens, Robert E.M. Nourse
and Lawrence H. Titus, Jr. will each receive a grant of an
Option to purchase 5,000 shares of Common Stock.
(d) EFFECTIVENESS. Anything in this Plan to the
contrary notwithstanding, the effectiveness of this Plan and
of the grant of all Options hereunder is in all respects
subject to, and this Plan and Options granted under it shall
be of no force and effect unless and until, (i) the approval
of this Plan by the affirmative vote of the holders of a
majority of the Common Stock (determined on a fully
converted basis) present, in person or by proxy and entitled
to vote at a meeting of shareholders at which this Plan is
presented for approval or by a consent in writing executed
by the holders of a majority of the Common Stock then
outstanding (determined on a fully converted basis) and
(ii) such time, if any, as the Company becomes subject to
the reporting requirements of Section 13 or 15(d) of the
Exchange Act. In the event that such approval as aforesaid
has not been received and the Company is not subject to such
reporting requirements on or before December 31, 1995, then
this Plan and any Options granted hereunder shall be null
and void. Upon the occurrence of such approval and the
Company becoming subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, this Plan and such
Options shall become effective as of the date of grant
thereof.
Except for the specific Options referred to above, no
other Options shall be granted under this Plan."
(3) Section 7(a) thereof is hereby amended to read in its entirety as
follows:
"(a) VESTING. Options granted under this Plan shall
not be exercisable until they become vested. Each Option
granted pursuant to Section 4(a) of this Plan shall vest in
the Optionee and thus become exercisable, in accordance with
the following schedule provided that the Optionee has
continuously served as a member of the Board of Directors
through such vesting date:
CUMULATIVE NUMBER
OF SHARES FOR WHICH
OPTION IS EXERCISABLE DATE OF VESTING
--------------------- ---------------
33-1/3% of total shares in Option The date of Option grant
33-1/3% of total shares in Option First anniversary
of date of Option grant
33-1/3% of total shares in Option Second anniversary
of date of Option grant
Each Option granted pursuant to Section 4(b) of this
Plan shall vest in the Optionee and thus become exercisable,
in accordance with the following schedule provided that the
Optionee has continuously served as a member of the Board of
Directors through such vesting date:
CUMULATIVE NUMBER
OF SHARES FOR WHICH
OPTION IS EXERCISABLE DATE OF VESTING
--------------------- ---------------
25% of total shares in Option First anniversary
of date of Option grant
50% of total shares in Option Second anniversary
of date of Option grant
75% of total shares in Option Third anniversary
of date of Option grant
100% of total shares in Option Fourth anniversary
of date of Option grant
Each Option granted pursuant to Section 4(c) of this
Plan shall vest in the Optionee and thus become exercisable,
in accordance with the following schedule provided that the
Optionee has continuously served as a member of the Board of
Directors through such vesting date:
CUMULATIVE NUMBER
OF SHARES FOR WHICH
OPTION IS EXERCISABLE DATE OF VESTING
--------------------- ---------------
60% of total shares in Option The date of Option grant
80% of total shares in Option First anniversary
of date of Option grant
100% of total shares in Option Second anniversary
of date of Option grant
The number of shares as to which Options may be
exercised shall be cumulative, so that once the Option shall
become exercisable as to any shares it shall continue to be
exercisable as to said shares, until expiration or
termination of the Option as provided in this Plan."
(4) Section 8 thereof is hereby amended to read in its entirety as
follows:
"8. TERMINATION OF OPTION RIGHTS.
(a) In the event an Optionee ceases to be a member of
the Board of Directors of the Company for any reason other
than death or permanent disability, any portion of Options
granted to such Optionee shall, to the extent not then
vested, immediately terminate and become void; any portion
of an Option which is then vested but has not been exercised
at the time the Optionee so ceases to be a member of the
Board of Directors may be exercised, to the extent it is
then vested, by the Optionee within 60 days of the date the
Optionee ceases to be a member of the Board of Directors of
the Company; and all Options shall terminate after such
60 days have expired. Notwithstanding anything in this Plan
to the contrary, in the event an Optionee ceases to be a
member of the Board of Directors of the Company for any
reason other than death or permanent disability and such
Optionee had served on the Board of Directors for at least
five consecutive years immediately preceding the date he
ceased to be a member of the Board of Directors, any portion
of Options granted to such Optionee shall, to the extent not
then vested, immediately and automatically be accelerated
and become fully vested and may be exercised by the Optionee
within 36 months of the date the Optionee ceases to be a
member of the Board of Directors.
(b) In the event that an Optionee ceases to be a
member of the Board of Directors of the Company by reason of
his permanent disability or death, any portion of an Option
granted to such Optionee which is then vested but has not
been exercised at the time of such cessation of service
shall be exercisable by the Optionee (or by the Optionee's
personal representative, heir or legatee, in the event of
death) at any time within six months following the date of
permanent disability or death. Notwithstanding anything in
this Plan to the contrary, in the event that an Optionee
ceases to be a member of the Board of Directors of the
Company by reason of his permanent disability or death and
such Optionee had served on the Board of Directors for at
least five consecutive years immediately preceding the date
of his permanent disability or death, any portion of Options
granted to such Optionee shall, to the extent not then
vested, immediately and automatically be accelerated and
become fully vested and may be exercised by the Optionee (or
by the Optionee's personal representative, heir or legatee,
in the event of death) at any time within 36 months
following the date of permanent disability or death."
IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Amendment No. 1 as of the 18th day of June, 1998.
GADZOOKS, INC.
By: /S/ MONTY R. STANDIFER
------------------------------
Name: Monty R. Standifer
Title: Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
EXHIBIT 5.1
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
ATTORNEYS AT LAW
a registered limited liability partnership
including professional corporations
1700 PACIFIC AVENUE
SUITE 4100
DALLAS, TEXAS 75201-4675
(214) 969-2800
FAX (214) 969-4343
WWW.AKINGUMP.COM
WRITER'S DIRECT DIAL NUMBER (214) 969 - 2800
August 4, 1998
Gadzooks, Inc.
4121 International Parkway
Carrollton, Texas 75007
Gentlemen:
We have acted as counsel to Gadzooks, Inc., a Texas corporation (the
"Company"), in connection with the proposed registration of 670,000 shares
of the Company's common stock, par value $.01 per share (the "Common
Stock"), as described in a registration statement on Form S-8 (the
"Registration Statement") relating to the Common Stock to be issued under
the Company's 1992 Incentive and Nonstatutory Stock Option Plan and 1995
Non-Employee Director Stock Option Plan (the "Plans") which Registration
Statement is to be filed with the Securities and Exchange Commission.
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed
necessary, relevant or appropriate to enable us to render the below-listed
opinions. In rendering such opinions, we have assumed the genuineness of
all signatures and the authenticity of all documents examined by us. As to
various questions of fact material to such opinions, we have relied upon
representations of the Company.
Based upon such examination and representations, we advise you that,
in our opinion:
A. The shares of Common Stock to be issued under the Plans which are
to be registered pursuant to the Registration Statement have been duly and
validly authorized by the Company.
B. The shares of Common Stock to be issued under the Plans which are
to be registered pursuant to the Registration Statement, when issued and
delivered in accordance with the Plans (and assuming an option price at
least equal to the par value of the Common Stock), will be validly issued,
fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Sincerely,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 6, 1998, which appears on
page 33 of the 1997 Annual Report to Shareholders of Gadzooks, Inc., which
is incorporated in Gadzooks' Annual Report on Form 10-K for the year ended
January 31, 1998.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
August 6, 1998
