-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HYu0PLgOJsI6FTqKuSV0sjDAiWZlIcJCJyItdStML1bNIFOd7MTQn9vdmNjCCZe/ AFp3xaVaMR0PYRfeE2Bh0A== 0000898430-97-001691.txt : 19970428 0000898430-97-001691.hdr.sgml : 19970428 ACCESSION NUMBER: 0000898430-97-001691 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970425 EFFECTIVENESS DATE: 19970425 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LESLIES POOLMART CENTRAL INDEX KEY: 0000866048 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 930976447 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25917 FILM NUMBER: 97587912 BUSINESS ADDRESS: STREET 1: 20222 PLUMMER ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8189934212 MAIL ADDRESS: STREET 1: 20222 PLUMMER ST CITY: CHATSWORTH STATE: CA ZIP: 91311 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 25, 1997 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- LESLIE'S POOLMART (Exact name of registrant as specified in its charter) --------------- California 93-0976447 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) --------------- 20630 Plummer Street Chatsworth, California 91311 (Address, including zip code, of Principal Executive Offices) --------------- OPTIONS SUBJECT TO INDIVIDUAL OPTION AGREEMENTS (Full title of the plan) BRIAN P. MCDERMOTT President and Chief Executive Officer LESLIE'S POOLMART 20630 Plummer Street Chatsworth, California 91311 (Name and address of agent for service) Telephone number, including area code, of agent for service: (818) 993-4212 --------------- CALCULATION OF REGISTRATION FEE
================================================================================================= Proposed Proposed Maximum Maximum Title of Amount to be Offering Price Aggregate Amount of Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee - ------------------------------------------------------------------------------------------------- Common Stock 14,500 $13.50 $195,750 $60.00 =================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended. The Proposed Maximum Aggregate Offering Price is based on the last sale price on the National Association of Securities Dealers Automated Quotation System, National Market System on April 22, 1997 of $13.50 per share with respect to the 14,500 shares issuable under the individual option agreements. (2) This Registration Statement covers, in addition to such number of shares issuable upon exercise of the Options to be granted under the individual option agreements, an indeterminate number of additional shares which may become subject to Options as a result of the adjustment provisions of the agreements. The registration fee is calculated only on the stated number of shares. ================================================================================ PART II 1/ - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents are hereby incorporated into this Registration Statement and made a part hereof by this reference: (a) The Company's definitive Proxy Statement pertaining to the Company's 1996 Annual Meeting of Shareholders (file no. 0-19096), filed with the Securities and Exchange Commission (the "Commission") on April 16, 1996, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996 (file no. 0-19096), filed with the Commission on March 28, 1997, pursuant to the Exchange Act; and (c) The description of the Company's Common Stock contained in Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-39412) under the heading "DESCRIPTION OF CAPITAL STOCK, Common Stock," filed with the Commission on April 17, 1991, under the Securities Act. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post- effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents with the Commission. Item 4. Description of Securities A description of the Company's Common Stock is contained in Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33- 39412) and is incorporated by reference herein. Item 5. Interests of Named Experts and Counsel Cynthia G. Watts, General Counsel for the Company, has rendered an opinion to the effect that the Option Stock issued will be duly and validly issued, fully paid and nonassessable. Ms. Watts is employed by the Company as Vice President, General Counsel and Secretary. She owns 1,051 shares of the Company's Common Stock, and holds options issued under - ------------------- 1/ Information required by Part I of Form S-8 is contained in a Section 10(a) - - prospectus to be distributed to each optionee and is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. 2 the 1990 Stock Option Plan to purchase 44,163 shares, as well as options issued outside of any plan to purchase 10,087 shares of the Company's Common Stock (subject to vesting). Item 6. Indemnification of Officers and Directors Section 317 of the California General Corporation Law (the "California Law") and Article VI of the Company's bylaws, as amended (the "Bylaws"), provide for the indemnification of directors, officers and "agents" (as defined in Section 317 of the California Law) under certain circumstances. The Bylaws require the Company to indemnify its directors, and grant the Company the power to indemnify its officers and agents, under certain circumstances to the extent permitted by the California Law against certain expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of his or her position as a director, officer or agent. Pursuant to the California Law and the Company's Bylaws, the Company is required to indemnify directors, officers and agents against expenses actually and reasonably incurred to the extent that such party is successful on the merits in defense of certain proceedings. The Company's Restated Articles of Incorporation, as allowed by the California Law, provide for the indemnification, subject to certain limitations, of directors, officers and agents for breach of their duty to a corporation and its shareholders in excess of that expressly permitted by Section 317 of the California Law. The Company's Restated Articles of Incorporation also eliminate the personal liability of the directors for monetary damages to the fullest extent permissible under the California Law. The Company maintains a director's and officer's liability insurance policy, insuring such individuals against certain liabilities asserted against or incurred by the directors and officers in their capacity as such. The Company has entered into supplemental indemnification agreements with its directors and officers that require the Company to indemnify such persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any person may be made a party by reason of the fact that such person is or was a director or officer of the Company or any of its affiliated enterprises, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. The indemnification agreements are not intended to deny or otherwise limit third-party or derivative suits against the Company or its directors or officers, but if a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third-party suit would be borne by the Company, and the Company would not benefit from derivative recoveries against the director or officer. Such recoveries would accrue to the benefit of the Company but would be offset by the Company's obligations to the director or officer under the indemnification agreement. The above discussion of the Company's Bylaws, Restated Articles of Incorporation, indemnification agreements, the Underwriting Agreement and of the California Law is not intended to be exhaustive and is respectively qualified in its entirety by such Bylaws, Restated Articles of Incorporation, indemnification agreements, the Underwriting Agreement and statutes. 3 Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Exhibits -------- *4.1 Restated Articles of Incorporation of the Company. *4.2 Bylaws of the Company. 4.3 Form of Stock Option Agreement between the Company and the Individuals Named on the Schedule Thereto. 5. Opinion of Cynthia G. Watts. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Cynthia G. Watts (included in Exhibit 5). 24. Power of Attorney (included in page 6 hereof). Item 9. Undertakings (1) The Company hereby undertakes: (a) 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; (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, represent 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 the undertakings set forth in -------- ------- paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is - ----------------- * Incorporated by reference to the Company's Registration Statement on Form S-1, Registration No. 33-39412. 4 contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment to 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) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (2) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company'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. (3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue. 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 Chatsworth, State of California, on April 16, 1997. LESLIE'S POOLMART By: /s/ BRIAN P. MCDERMOTT ------------------------- Brian P. McDermott, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Fourticq and Brian P. McDermott, with full power to act without the other, and each of them, as his true and lawful attorneys-in-fact and agents, 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 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/ MICHAEL J. FOURTICQ Chairman of the April 16, 1997 - ----------------------- Board of Directors Michael J. Fourticq /s/ BRIAN P. MCDERMOTT Chief Executive Officer, April 16, 1997 - ---------------------- President and Director Brian P. McDermott /s/ ROBERT D. OLSEN Chief Financial Officer April 16, 1997 - ------------------- Robert D. Olsen /s/ JOHN A. CANNING Director April 16, 1997 - ------------------- John A. Canning /s/ RICHARD H. HILLMAN Director April 16, 1997 - ---------------------- Richard H. Hillman /s/ DALE R. LAURANCE Director April 16, 1997 - -------------------- Dr. Dale R. Laurance
6 EXHIBIT INDEX Sequentially Exhibits Numbered Pages -------- -------------- *4.1 Restated Articles of Incorporation of the Company. *4.2 Bylaws of the Company. 4.3 Form of Stock Option Agreement between the Company and the Individuals Named on the Schedule Thereto. 8 5. Opinion of Cynthia G. Watts. 18 23.1 Consent of Arthur Andersen LLP. 19 23.2 Consent of Cynthia G. Watts (included in Exhibit 5). 24. Power of Attorney (included in sequentially numbered page 6). - ---------------- * Incorporated by reference to the Company's Registration Statement on Form S-1, Registration No. 33-39412. 7 EX-4.3 2 FORM OF STOCK OPTION AGREEMENT Exhibit 4.3 STOCK OPTION AGREEMENT ---------------------- THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into as of the ____________ day of _________________, 19____, between Leslie's Poolmart, a California corporation (the "Company"), and ______________ __________________________, (the "Optionee"). R E C I T A L - - - - - - - The Board of Directors of the Company (the "Board") has determined that it would be in the best interests of the Company and its shareholders to grant the option described in this Agreement to the Optionee as an inducement to become and remain an employee the Company, and as an incentive for increasing efforts during such affiliation. A G R E E M E N T - - - - - - - - - NOW, THEREFORE, it is agreed as follows: 1. Grant of Option. The Company hereby grants to the Optionee as of --------------- the date hereof, subject to the terms, conditions and vesting schedule ("Vesting Schedule") of this Agreement, the option (the "Option") to purchase all or any part of an aggregate of __________________ shares of the Company's common stock (the "Stock"). The Option is not intended to qualify as an incentive stock option under Section 422A of the Internal Revenue Code of 1986, as amended. 2. Option Price. The price to be paid for Stock upon exercise of ------------ the Option or any part thereof shall be $_________________ per share. 3. Right to Exercise. Subject to the terms, conditions and Vesting ----------------- Schedule of this Agreement, the Optionee shall have the right to exercise all or any part of the Option. 4. Vesting Schedule. The Option shall vest pursuant to this ---------------- Agreement in installments beginning on ___________________, 19_____ and ending on _______________, 19_____ in accordance with the Vesting Schedule set forth on Exhibit One hereto. The foregoing notwithstanding, the Option shall fully vest upon a merger, sale of assets, sale of stock or other acquisition transaction during Optionee's lifetime in which all or substantially all of the Company's stock or assets are sold or otherwise transferred. 5. Securities Law Requirements. No part of the Option shall be --------------------------- exercised if counsel to the Company deter mines that any applicable registration requirement under the Securities Act of 1933 or any other applicable requirement of Federal or state law has not been met. Any share certif icate issued upon exercise of all or any part of the Option may be legended in such manner as the Company and its counsel deem appropriate. 6. Term of Option. The Option shall terminate in any event on the -------------- earliest of (a) the ____________ day of ________________, 20_____, at 11:59 P.M., (b) the expiration of the period described in Section 7 below, or (c) the expiration of the period described in Section 8 below. 7. Exercise Following Termination of Employment. If the Optionee's -------------------------------------------- employment with the Company terminates for any reason other than death or disability, the Option (to the extent it has not previously been exercised) may be exercised to the extent it has vested pursuant to Section 4 and Exhibit One of this Agreement within forty-five (45) days after the date of such termination. The foregoing notwithstanding, the Option shall cease to be exercisable on the date of such termination if such termination is for cause or if the Optionee upon termination becomes an employee, director or consultant of a person who is in competition with the Company. For this purpose, "cause" shall mean gross misconduct or gross negligence by the Optionee in the performance of his duties for the Company, as determined in good faith by the Company's Board. 8. Exercise Following Death or Disability. If the Optionee's -------------------------------------- employment with the Company terminates by reason of the Optionee's death or disability (as defined below), or if the Optionee dies after termination of employment but while the Option could have been exercised hereunder, the Option (to the extent it has not previously been exercised) may be exercised to the extent it has vested pursuant to Section 4 and Exhibit One of this Agreement within six (6) months after the date of the Optionee's death or termination by reason of disability. In case of death, the exercise may be made by his representative or by the person entitled thereto under the Optionee's will or the laws of descent and distribution; provided that such representative or such person consents in writing to abide by and be subject to the terms of this Agreement and such writing is delivered to the President of the Company. The term "disability" as used herein means the condition of Optionee such that he is unable to engage in any substantial gainful activity for the Company consistent with prior duties as an employee by reason of any medically -2- determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than six months. 9. Time of Termination of Employment. For the purposes of this --------------------------------- Agreement, the Optionee's employment shall be deemed to have terminated on the earlier of (a) the date when the Optionee's employment in fact terminated or (b) the date when the Optionee gave or received written notice that his employment is to terminate. 10. Nontransferability. The Option shall be exercisable during the ------------------ Optionee's lifetime only by the Optionee or by the Optionee's guardian or legal representa tive and shall be nontransferable, except that the Optionee may transfer all or any part of the Option by will or by the laws of descent and distribution. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Company's option, shall cause all of the Optionee's rights under this Agreement to terminate. 11. Effect of Exercise. Upon exercise of all or any part of the ------------------ Option, the number of shares of Stock subject to option under this Agreement shall be reduced by the number of shares with respect to which such exercise is made. 12. Exercise of Option. The Option may be exercised by delivering to ------------------ the Company (a) a written notice of exercise, and (b) full payment in cash (by certified or cashier's check) of the option price for each share of Stock purchased under the Option (which may be made by a brokerage through a "cashless" or similar option exercise transaction). Such notice shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than the Optionee, such notice shall be accompanied by proof, satisfactory to the Company, of such person's right to exercise the Option. The option price shall be payable in U.S. dollars. 13. Withholding Taxes. If the Optionee is an employee or former ----------------- employee of the Company when all or part of the Option is exercised, the Company may require the Optionee to deliver payment of all withholding taxes (in addition to the option price) in cash with respect to the -3- difference between the option price and the fair market value of the Stock acquired upon exercise. 14. Issuance of Stock. Subject to the foregoing conditions, the ----------------- Company, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Company, or such other location as may be acceptable to the Company and such person, one or more certificates for the shares of Stock with respect to which the Option is exercised. Such shares shall be fully paid and nonassessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse (a) as joint tenants with rights of survivorship, (b) as community property or (c) as tenants in common without right of survivorship. 15. Rights as a Shareholder. Neither the Optionee nor any other ----------------------- person entitled to exercise the Option shall have any rights as a shareholder of the Company with respect to the shares subject to the Option until a certificate for such shares has been issued to him or her upon exercise of the Option. 16. The Company's Right of First Refusal. ------------------------------------ (a) Right of First Refusal. In the event that Optionee ---------------------- proposes to sell, pledge or otherwise transfer any Stock acquired under this Agreement, or any interest in such Stock, to any person or entity, the Company shall have a right of first refusal (the "Right of First Refusal") with respect to such Stock. Any Optionee desiring to transfer Stock acquired under this Agreement shall give a written notice (the "Transfer Notice") to the Company describing fully the proposed transfer, including the number of shares proposed to be transferred, the proposed transfer price (the "Transfer Price") if the transfer involves a sale and the name and address of the proposed transferee. The Transfer Notice shall be signed both by the Optionee and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the shares. The Company shall have the right to purchase all or any portion of the shares subject to the Transfer Notice (i) at the Transfer Price if the transfer involves a sale or (ii) at a price equal to the fair market value of the Stock as determined in good faith by the Board, which determina tion shall be binding upon the Optionee, if the transfer does not involve a sale. The Company's intention to exer cise the Right of First Refusal shall be communicated to the -4- Optionee by delivery of a notice to that effect within thirty (30) days after the date the Transfer Notice is received by the Company. The Company's rights under this subsection (a) shall be freely assignable, in whole or in part. (b) Transfer of Shares. If the Company fails to exercise its Right of ------------------ First Refusal within thirty (30) days of the date it receives the Transfer Notice, the Optionee may, not later than sixty (60) days following receipt of the Transfer Notice by the Company, conclude a transfer of the shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in subsection (a) of this Section 16. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the shares at a price determined in accordance with subsection (a) of this Section 16. (c) Binding Effect. The Company's Right of First Refusal shall inure -------------- to the benefit of its successors and assigns and shall be binding upon any transferee of the Stock. (d) Termination of Right of First Refusal. Any other provision of ------------------------------------- this Section 16 notwithstanding, in the event that the Company's Common Stock is listed on an established stock exchange or quoted on NASDAQ at the time the Optionee desires to transfer his shares of Stock, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed in subsections (a), (b) and (c) of this Section 16. 17. Recapitalizations and Other Corporate Reorganizations. Subject ----------------------------------------------------- to any required action by stockholders, the number of shares covered by the Option and the exercise price thereof shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the number of issued shares effected without receipt of consideration by the Company. Subject to any required action by stockholders, if the Company is the surviving corporation in any merger or -5- consolidation, the Option shall pertain and apply to the securities to which a holder of the number of shares subject to the Option would have been entitled. A merger or consolidation in which the Company is not the surviving corporation shall cause the Option to terminate, but only after the Optionee (or his successor in interest) has been given a period of twenty days ending five (5) days before the effective date of the sale, merger or consolidation in which to exercise the Option (such exercise may be contingent upon the effectiveness of the contemplated transaction). Alternatively, in its sole and absolute discretion, the surviving or acquiring corporation (or the parent company of the surviving or acquiring corporation) may tender to Optionee (or successor in interest) a substitute option to purchase shares of the surviving or acquiring corporation (or the parent corporation of the surviving or acquiring corporation). The substitute option shall contain all terms and provisions required substantially to preserve the rights and benefits of all Options then held by the Optionee (or successor in interest) receiving the substitute option. Any other dissolution or liquidation of the Company shall cause each Option to terminate. Except as expressly provided in this Section 17, the Optionee shall have no rights by reason of any subdivi sion or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolida tion or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or exercise price of Stock subject to the Option. The grant of the Option shall not affect in any way the right or power of the Company to make adjustments, reclassification, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 18. The Optionee's Representations and Warranties. --------------------------------------------- (a) Purchase Entirely For Own Account. The Optionee represents --------------------------------- and warrants that any and all stock he may acquire pursuant to this Agreement is solely for his own account for investment and not for sale or distribution of -6- any portion thereof and that he has no present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof in any trans action other than a transaction exempt from registration under the Securities Act of 1933, as amended (the "Act"). The Optionee also represents that the entire legal and beneficial interest of the Stock that Optionee may acquire pursuant to this Agreement is being acquired for, and will be held for the account of, the Optionee only and neither in whole nor in part for any other person. (b) Residence. The Optionee represents and warrants that his --------- principal residence is located in the State of California. (c) Information Concerning Company. The Optionee represents and ------------------------------ warrants that he is an officer of the Company and is aware of the Company's plans, operations and financial condition and that he has heretofore received all such information as he deems necessary and appropriate to enable him to evaluate the financial risk inherent in making an investment in the Stock and the Optionee further represents and warrants that he has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (d) Economic Risk. The Optionee represents and warrants that he ------------- realizes that his acquisition of the Stock may be a speculative investment and that he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (e) Restricted Securities. The Optionee represents and warrants --------------------- that the Company has disclosed to him in writing: (i) the sale of the Stock which the Optionee is purchasing has not been registered under the Act, and the Stock must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available; (ii) the Company will make a notation in its records of the aforementioned restrictions on transfer and legends. (f) Disposition Under Rule 144. The Optionee represents and warrants -------------------------- that he understands that the Stock constitutes restricted securities within the -7- meaning of Rule 144 promulgated under the Act; that, unless the Shares are registered, the exemption from registration under Rule 144 will not be available in any event for at least two years from the date of purchase of and payment for the Stock (and payment by a note is not deemed payment unless it is otherwise secured), and even then will not be available unless (a) a public trading market then exists for the common stock of the Company, (b) adequate information concerning the Company is then available to the public, and (c) other terms and conditions of Rule 144 are complied with; and that any sale of the Stock may be made by him only in limited amounts in accordance with such terms and conditions. 19. Notices. Any notice to the Company contem plated by this ------- Agreement shall be addressed to it in care of its President, 20222 Plummer Street, Chatsworth, California 91311; and any notice to the Optionee shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing. 20. Employment. Optionee acknowledges and agrees that "employment" ---------- as used herein shall mean full-time employment by the Company and, absent such full-time employment, shall not mean serving as a member of the Company's board of directors. 21. Interpretation. The interpretation, con struction, performance -------------- and enforcement of this Agreement shall lie within the sole discretion of the Board, and the Board's determinations shall be conclusive and binding on all interested persons. 22. Choice of Law. This Agreement, and all rights and obligations ------------- hereunder, shall be governed by the internal laws of the State of California. -8- IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written. LESLIE'S POOLMART By: __________________________ An Authorized Officer OPTIONEE -------------------------- Print Name -------------------------- Optionee's Spouse ------------------------------ (Please print spouse's name) -9- HOLDERS OF THE INDIVIDUAL OPTION AGREEMENTS Name Number of Shares - ---- ---------------- Richard Grice 2,500 David S. Bartlett 1,000 Fred Burkert 1,000 Bruce Derthick 1,000 Richard Deupree 1,000 Joanne Franey 1,000 David Grendel 1,000 Dwight Groth 1,000 Terry Hanes 1,000 Timothy Isaacson 1,000 John McNeely 1,000 Brad Olson 1,000 Jeff Risch 1,000 ------- 14,500 EX-5 3 OPINION OF CYNTHIA G. WATTS [LETTERHEAD OF LESLIE'S POOLMART] EXHIBIT 5 April 16, 1997 Leslie's Poolmart 20630 Plummer St. Chatsworth, CA 91311 Ladies and Gentlemen: I am General Counsel to Leslie's Poolmart, a California corporation (the "Company"). In connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of options (the "Options") to purchase up to 14,500 shares (the "Shares") of its Common Stock, pursuant to individual option agreements between the Company and certain of its employees, I am rendering certain legal opinions to the Company pertaining to the Options and the Shares, and furnishing this opinion of counsel to the Company for filing as Exhibit 5 to the Registration Statement. In my capacity as your counsel in the connection referred to above, I have examined the Registration Statement, the Plan, the Certificate of Incorporation and the Bylaws, each as amended to date, of the Company, and the original copies, or copies certified or otherwise identified, of records of corporate action of the Company, certificates of public officials, statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. Based upon my examination as aforesaid, I am of the opinion that the Shares, when purchased and paid for as described in the Registration Statement and the option agreements, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion of counsel as Exhibit 5 to the Registration Statement. Sincerely, /s/ Cynthia G. Watts Cynthia G. Watts Vice President and General Counsel CGW:pgo EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP 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 reports dated March 6, 1997 included in Leslie's Poolmart's Form 10-K for the year ended December 28, 1996 and to all references to our firm included in or made a part of this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Los Angeles, California April 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----