S-8 1 a68252ors-8.txt FORM S-8 1 As Filed With the Securities and Exchange Commission on December 28, 2000 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- THE COAST DISTRIBUTION SYSTEM, INC. (Exact name of registrant as specified in its charter) Delaware 94-2490990 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 350 Woodview Avenue, Morgan Hill, California 95037 (Address of Principal Executive Offices) (Zip Code) ---------- 1999 STOCK INCENTIVE PLAN (Full title of the plan) ---------- Thomas R. McGuire Chief Executive Officer The Coast Distribution System, Inc. 350 Woodview Avenue, Morgan Hill, California 95037 (Name and address of agent for service) (408) 782-6686 (Telephone number, including area code, of agent for service) Copy to: Ben A. Frydman, Esq. Stradling Yocca Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 CALCULATION OF REGISTRATION FEE
===================================================================================================== Proposed Maximum Title of Offering Proposed Maximum Securities Amount To Be Price Aggregate Offering Amount of To Be Registered Registered(1) Per Share(2) Price Registration Fee ===================================================================================================== Common Stock, par value $.001 per share 300,000 shares $0.75 $225,000 (2) $56.25 =====================================================================================================
(1) Includes additional shares of Common Stock that may become issuable pursuant to the anti-dilution adjustment provisions of the Registrant's 1999 Stock Incentive Plan (the "1999 Plan"). (2) In accordance with Rule 457(h), the aggregate offering price of shares of Common Stock registered is estimated, solely for purposes of calculating the registration fee, on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices reported by the American Stock Exchange for the Common Stock on December 27, 2000, which was $0.75 per share. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this registration statement: (a) The Registrant's Annual Report on Form 10-K, filed on March 30, 2000. (b) The amendment to the Registrant's Annul Report on Form 10-K/A, filed on April 28, 2000. (c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the document referred to in (a) above. (d) The description of the Registrant's Common Stock which is contained in Part II of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, as filed with the Commission under the Exchange Act as of May 14, 1998. (e) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which 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 such documents, except as to any portion of any future annual or quarterly report to stockholders or document which is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Ben A. Frydman, a member of the Board of Directors, assistant secretary and a shareholder of the Registrant, is a member and shareholder of the law firm of Stradling Yocca Carlson & Rauth, a Professional Corporation, which provided legal services to the Registrant during 1999, 1998, 1997 and 1996 and issued the opinion of counsel included as Exhibit 5.1 hereto. II-1 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. (a) As permitted by the Delaware General Corporation Law, the Registrant's Certificate of Incorporation eliminates the liability of directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent otherwise required by the Delaware General Corporation Law. (b) The Registrant's Bylaws provide that the Registrant will indemnify each person who was or is made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Registrant against all expense, liability and loss reasonably incurred or suffered by such person in connection therewith to the fullest extent authorized by the Delaware General Corporation Law. (c) The Registrant's Bylaws also give the Registrant the ability to enter into indemnification agreements with each of its directors and officers. The Registrant has entered into indemnification agreements with each of its directors and officers, which provide for the indemnification of such directors and officers against any and all expenses, judgments, fines, penalties and amounts paid in settlement, to the fullest extent permitted by law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement:
Number Description ------ ----------- 4.1 The Coast Distribution System, Inc. 1999 Stock Incentive Plan. 5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. 23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in Exhibit 5.1). 23.2 Consent of Grant Thornton LLP. 24.1 Power of Attorney (included on signature page).
II-2 4 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 of 1933; (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 thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 5 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 Morgan Hill, State of California, on the 28th day of December 2000. THE COAST DISTRIBUTION SYSTEM, INC. By: /s/ Thomas R. McGuire ------------------------------- Thomas R. McGuire, Chairman and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of The Coast Distribution System, Inc. do hereby constitute and appoint Thomas R. McGuire, Sandra A. Knell and Ben A. Frydman, or any of them, our true and lawful attorneys-in-fact and agents, each 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 to this Registration Statement, and to file the same, with 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 or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may 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 by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Thomas R. McGuire Chairman and Chief December 28, 2000 ------------------------------------- Executive Officer Thomas R. McGuire (Principal Executive Officer) and Director /s/ Sandra A. Knell Executive Vice President December 28, 2000 ------------------------------------- and Chief Financial Sandra A. Knell Officer (Principal Financial and Principal Accounting Officer) /s/ John W. Casey Director December 28, 2000 ------------------------------------- John W. Casey /s/ Ben A. Frydman Director December 28, 2000 ------------------------------------- Ben A. Frydman /s/ Robert S. Throop Director December 28, 2000 ------------------------------------- Robert S. Throop
S-1 6 EXHIBIT INDEX
Exhibit Number Description ------- ----------- 4.1 The Coast Distribution System, Inc. 1999 Stock Incentive Plan. 5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation. 23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in Exhibit 5.1). 23.2 Consent of Grant Thornton LLP. 24.1 Power of Attorney (included on the signature page).
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