<PAGE> 1
As filed with the Securities and Exchange Commission on November 12, 1997
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN COIN MERCHANDISING, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 84-1093721
(State of Incorporation) (I.R.S. Employer of Identification No.)
5660 CENTRAL AVENUE
BOULDER, COLORADO 80301
(303) 444-2559
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(Address and telephone number of principal executive offices)
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AMENDED AND RESTATED STOCK OPTION PLAN
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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(Full title of the plan)
JEROME M. LAPIN
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
AMERICAN COIN MERCHANDISING, INC.
5660 CENTRAL AVENUE
BOULDER, COLORADO 80301
(303) 444-2559
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JAMES C.T. LINFIELD, ESQ.
COOLEY GODWARD LLP
2595 CANYON BOULEVARD, SUITE 250
BOULDER, COLORADO 80302-6737
(303) 546-4000
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Page 1 of 6
Exhibit Index at Page 6
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and 601,868 $17.00 $10,196,427 $3,090
Common Stock (par value
$.01)
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</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Act") The offering price per share and aggregate
offering price are based on (a) the weighted average exercise price for
shares subject to options and stock previously granted under the
Registrant's Amended and Restated Stock Option Plan, as amended and (b)
the price per share and aggregate offering price based upon the closing
price of Registrant's Common Stock on November 10, 1997 as reported on
the Nasdaq National Market for options and shares to be granted under
the Amended and Restated Stock Option Plan and 1995 Non-Employee
Director Stock Option Plan, as amended. The following chart illustrates
the calculation of the registration fee:
<TABLE>
<CAPTION>
============================================================================================================================
TYPE OF SHARES NUMBER OF SHARES OFFERING PRICE PER AGGREGATE OFFERING PRICE REGISTRATION FEE
SHARE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares issuable 4,833 $9.69(a) $46,832 $14
pursuant to options
outstanding under the
Amended and Restated
Stock Option Plan, as
amended
- ----------------------------------------------------------------------------------------------------------------------------
Shares issuable upon
exercise of options 539,035 17.00(b) 9,163,595 2,777
available for grant
under the Amended and
Restated Stock Option
Plan, as amended
- ----------------------------------------------------------------------------------------------------------------------------
Shares issuable upon
exercise of options 58,000 17.00(b) 986,000 299
available for grant
under the 1995
Non-Employee Director
Stock Option Plan, as
amended
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</TABLE>
(a) Weighted average exercise price.
(b) Nasdaq National Market closing price of the Registrant's Common
Stock on November 10, 1997.
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
2.
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-98888
The contents of Registration Statement on Form S-8 No. 33-98888 filed with
the Securities and Exchange Commission on November 1, 1995 are incorporated by
reference herein.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP.
10.35 Amendment to Registrant's Amended and Restated Stock Option Plan.
10.36 Amendment to Registrant's 1995 Non-Employee Director Stock Option Plan.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
</TABLE>
3.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Boulder, State of Colorado, on November 12,
1997.
AMERICAN COIN MERCHANDISING, INC.
By: /s/ Jerome M. Lapin
------------------------------------------
Jerome M. Lapin
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerome M. Lapin and W. John Cash, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and 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 attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
4.
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Jerome M. Lapin Chairman of the Board, President, November 12, 1997
- ----------------------------------------------------- Chief Executive Officer (Principal
Jerome M. Lapin Executive Officer)
/s/ W. John Cash Vice President, Chief Financial November 12, 1997
- ----------------------------------------------------- Officer and Treasurer (Principal
W. John Cash Financial and Accounting Officer)
/s/ Randall J. Fagundo Vice President of Operations, November 12, 1997
- ----------------------------------------------------- Secretary and Director
Randall J. Fagundo
/s/ Abbe M. Stutsman Vice President of Product Development November 12, 1997
- ----------------------------------------------------- and Purchasing and Director
Abbe M. Stutsman
/s/ J. Gregory Theisen Director November 12, 1997
- -----------------------------------------------------
J. Gregory Theisen
/s/ Richard D. Jones Director November 12, 1997
- -----------------------------------------------------
Richard D. Jones
Director November __, 1997
- -----------------------------------------------------
Jim D. Baldwin
/s/ John A. Sullivan Director November 12, 1997
- -----------------------------------------------------
John A. Sullivan
</TABLE>
5.
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5.1 Opinion of Cooley Godward LLP.
10.35 Amendment to Registrant's Amended and Restated Stock Option Plan.
10.36 Amendment to Registrant's 1995 Non-Employee Director Stock Option Plan.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
November 12, 1997
American Coin Merchandising, Inc.
5660 Central Avenue
Boulder, CO 80301
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by American Coin Merchandising, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 543,868 shares
of the Company's Common Stock, $.001 par value, pursuant to its Amended and
Restated Stock Option Plan, as amended (the "Stock Option Plan"), and 58,000
shares of the Company's Common Stock, $.001 par value, pursuant to its 1995
Non-Employee Director Stock Option Plan (the "Directors' Plan") (collectively,
the "Shares").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Stock Option Plan
or the Directors' Plan, the Registration Statement and related Prospectus, will
be validly issued, fully paid, and nonassessable (except as to shares issued
pursuant to certain deferred payment arrangements, which will be fully paid and
nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ James C.T. Linfield
-----------------------
James C. T. Linfield
<PAGE> 1
EXHIBIT 10.35
AMERICAN COIN MERCHANDISING, INC.
AMENDMENT TO
AMENDED AND RESTATED STOCK OPTION PLAN
APPROVED BY THE DIRECTORS AND SHAREHOLDERS
on
July 17, 1995
Effective October 1, 1997, the Board of Directors of American Coin
Merchandising, Inc. (the "Company") adopted an amendment to the Company's
Amended and Restated Stock Option Plan (the "Plan") so that section 4(a) of the
Plan was amended and restated to read as follows:
"4. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to Options shall not
exceed in the aggregate one million four hundred thousand (1,400,000) shares of
the Company's Common Stock. If any Option shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in
full, the stock not purchased under such Option shall revert to and again
become available for issuance under the Plan."
1.
<PAGE> 1
EXHIBIT 10.36
AMERICAN COIN MERCHANDISING, INC.
AMENDMENT TO
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ADOPTED ON JULY 17, 1995
APPROVED BY STOCKHOLDERS
ON JULY 17, 1995
Effective October 1, 1997, the Board of Directors of American Coin
Merchandising, Inc. (the "Company") adopted an amendment to the Company's 1995
Non-Employee Director Stock Option Plan (the "Plan") so that paragraph 3 of
the Plan was amended and restated to read as follows:
"3. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of paragraph 10 relating to
adjustments upon changes in stock, the stock that may be sold pursuant to
options granted under the Plan shall not exceed in the aggregate One Hundred
Thousand (100,000) shares of the Company's common stock. If any option granted
under the Plan shall for any reason expire or otherwise terminate without
having been exercised in full, the stock not purchased under such option shall
again become available for the Plan."
1.
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
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The Board of Directors
American Coin Merchandising, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of American Coin Merchandising, Inc. relating to the Amended and Restated
Stock Option Plan and the 1995 Non-Employee Director Stock Option Plan of our
report dated February 25, 1997, relating to the balance sheets of American Coin
Merchandising, Inc. as of December 31, 1995 and 1996, and the related
statements of earnings, stockholders' equity and cash flows for each of the
years in the three-year period December 31, 1996, which report appears in the
December 31, 1996, annual report on Form 10-KSB of American Coin Merchandising,
Inc.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 12, 1997
