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As filed with the Securities and Exchange Commission on May 1, 2000
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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PAPER WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1612534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7630 EXCELSIOR BOULEVARD
MINNEAPOLIS, MINNESOTA 55426
(Address of Principal Executive Offices) (Zip Code)
-----------------------
PAPER WAREHOUSE, INC.
1997 STOCK OPTION AND COMPENSATION PLAN
PAPER WAREHOUSE, INC.
DIRECTOR STOCK OPTION PLAN
PAPER WAREHOUSE, INC.
NON-PLAN STOCK OPTIONS
(Full title of the plan)
-----------------------
YALE T. DOLGINOW
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PAPER WAREHOUSE, INC.
7630 EXCELSIOR BOULEVARD
MINNEAPOLIS, MN 55426
(952) 936-1000
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) PRICE (2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 1,164,641 $1.41 $1,642,144 $434
======================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee and calculated as follows: (i) with respect
to options previously granted under the plans, on the basis of the weighted
average exercise price of such option grants and (ii) with respect to
awards to be granted under the plans, on the basis of the average high and
low reported sales prices of the Registrant's Common Stock on April 25,
2000, on the over-the-counter market, as reported by the Nasdaq National
Market.
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PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Paper Warehouse, Inc. (File No.
0-23389) with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
(1) Paper Warehouse's latest Annual Report on Form 10-K for the fiscal
year ended January 28, 2000;
(2) All other reports filed by Paper Warehouse pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since January 28, 2000;
and
(3) The description of Paper Warehouse's common stock contained in its
Registration Statement on Form 8-A filed with the Commission on November 18,
1997 under the Exchange Act, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by Paper Warehouse with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities that may be offered under the Paper
Warehouse, Inc. 1997 Stock Option and Compensation Plan, Director Stock Option
Plan, and Non-Plan Stock Options will be passed upon for Paper Warehouse by
Oppenheimer Wolff & Donnelly LLP, Minneapolis, Minnesota.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Paper Warehouse's Articles of Incorporation limit the liability of its
directors to the fullest extent permitted by the Minnesota Business Corporation
Act. Specifically, directors of Paper Warehouse will
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not be personally liable for monetary damages for breach of fiduciary duty as
directors, except liability for (i) any breach of the duty of loyalty to Paper
Warehouse or its shareholders, (ii) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) dividends or
other distributions of corporate assets that are in contravention of certain
statutory or contractual restrictions, (iv) violations of certain Minnesota
securities laws, or (v) any transaction from which the director derives an
improper personal benefit. Liability under federal securities law is not limited
by Paper Warehouse's Articles of Incorporation.
Minnesota Statutes, Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, employee or agent of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights. Paper Warehouse's Articles of
Incorporation and Bylaws also require Paper Warehouse to provide indemnification
to the fullest extent of the Minnesota indemnification statute.
Paper Warehouse also maintains a directors and officers insurance
policy pursuant to which directors and officers of Paper Warehouse are insured
against liability for certain actions in their capacity as directors and
officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable. No securities are to be reoffered or resold pursuant to
this Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT NO.
- -----------
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith).
23.1 Consent of Grant Thornton LLP (filed herewith).
23.2 Consent of KPMG LLP (filed herewith).
23.3 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on page 6 of this Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment hereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes
in volume and price represent no more than a 20%
change in the maximum aggregate offering price
set forth in the "Calculation of Registration
Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in this
Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act, and is
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
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jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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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 Minneapolis, State of Minnesota, on May 1, 2000.
PAPER WAREHOUSE, INC.
By: /s/ Yale T. Dolginow
-------------------------------------------
Yale T. Dolginow
President and Chief Executive Officer
(principal executive officer)
By: /s/ Cheryl W. Newell
-------------------------------------------
Cheryl W. Newell
Vice President and Chief Financial Officer
(principal financial officer)
By: /s/ Diana G. Purcel
-------------------------------------------
Diana G. Purcel
Controller
(principal accounting officer)
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Yale T.
Dolginow and Cheryl W. Newell, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on May 1, 2000 by the following persons
in the capacities indicated.
SIGNATURE TITLE
/s/ Yale T. Dolginow
- ------------------------------- President and Chief Executive Officer
Yale T. Dolginow and Director, Chairman of the Board
/s/ Arthur H. Cobb
- ------------------------------- Director
Arthur H. Cobb
/s/ Diane C. Dolginow
- ------------------------------- Secretary and Director
Diane C. Dolginow
/s/ Marvin W. Goldstein
- ------------------------------- Director
Marvin W. Goldstein
/s/ Jeffrey S. Halpern
- ------------------------------- Director
Jeffrey S. Halpern
/s/ Martin A. Mayer
- ------------------------------- Director
Martin A. Mayer
/s/ Cheryl W. Newell
- ------------------------------- Vice President and Chief Financial Officer
Cheryl W. Newell
/s/ Diana G. Purcel
- ------------------------------- Controller
Diana G. Purcel
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NO. ITEM METHOD OF FILING
-- ---- ----------------
<S> <C> <C>
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP...Filed herewith.
23.1 Consent of Grant Thornton LLP................Filed herewith
23.2 Consent of KPMG LLP...........................Filed herewith.
23.3 Consent of Oppenheimer Wolff & Donnelly LLP...Included in Exhibit 5.1.
24.1 Power of Attorney.............................Included on page 6 of this Registration
Statement.
</TABLE>
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EXHIBIT 5.1
[Oppenheimer Wolff & Donnelly LLP Letterhead]
April 28, 2000
Paper Warehouse, Inc.
7630 Excelsior Boulevard
Minneapolis, MN 55426
RE: PAPER WAREHOUSE, INC. REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Paper Warehouse, Inc., a Minnesota corporation (the
"Company"), in connection with the registration by the Company of 1,164,641
shares (collectively, the "Shares") of common stock, $.01 par value per share
(the "Common Stock") of the Company, issuable under the Company's Amended and
Restated 1997 Stock Option and Compensation Plan, Director Stock Option Plan,
and Non-Plan Stock Options (the "Plans"), pursuant to a Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on April 28, 2000
(the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
1. The Company has the authority to issue the Shares in the manner and under
the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the Plans as set forth in the Registration
Statement, will be validly issued, fully paid and non-assessable.
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/ Oppenheimer Wolff & Donnelly LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Paper Warehouse, Inc.
We have issued our report dated March 10, 2000 (except for note 6 to the
financial statements, as to which the date is March 21, 2000 and March 31, 2000)
accompanying the consolidated financial statements of Paper Warehouse, Inc. and
subsidiaries included in the Annual Report on Form 10-K for the year ended
January 28, 2000 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement (Form S-8) of the aforementioned report.
Grant Thornton LLP
/s/ Grant Thornton LLP
Minneapolis, Minnesota
April 27, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF KPMG LLP
The Board of Directors
Paper Warehouse, Inc.
We consent to the use of our report incorporated herein by reference.
KPMG LLP
/s/ KPMG LLP
Minneapolis, Minnesota
April 27, 2000
