-----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, F1S6dKMYfNJIJ6PDzruA/XGU8gQnHVfi7nV3CzDZskZ1ub32H+IIQ+qSHlV1TIHz IuWBuONEeE9ua0jSSb0fyw== 0000898430-98-002361.txt : 19980624 0000898430-98-002361.hdr.sgml : 19980624 ACCESSION NUMBER: 0000898430-98-002361 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980623 EFFECTIVENESS DATE: 19980623 SROS: AMEX SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLACIER WATER SERVICES INC CENTRAL INDEX KEY: 0000883505 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 330493559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57451 FILM NUMBER: 98652102 BUSINESS ADDRESS: STREET 1: 2261 COSMOS CT CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: 6199302420 MAIL ADDRESS: STREET 1: 2261 COSMOS CT CITY: CARLSBAD STATE: CA ZIP: 92009 S-8 1 FORM S-8 Registration No. 333-____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ___________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GLACIER WATER SERVICES, INC. ---------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE -------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 33-0493559 ------------------------------------ (I.R.S. Employer Identification No.) 2261 COSMOS COURT CARLSBAD, CALIFORNIA 92009 ----------------------------------------- (Address of Principal Executive Offices) GLACIER WATER SERVICES, INC. STOCK COMPENSATION PROGRAM ------------------------------------------------------- (Full Title of the Plan) MR. JERRY A. GORDON PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR 2261 COSMOS COURT CARLSBAD, CALIFORNIA 92009 ------------------------------------------- (Name and Address of Agent For Service) CALCULATION OF REGISTRATION FEE
================================================================================================================= Proposed Maximum Proposed Maximum Title Of Securities To Amount To Be Offering Price Per Aggregate Offering Amount of Registration Be Registered Registered (1) Share (2) Price (2) Fee (2) - ------------------------------------------------------------------------------------------------------------------ Common Stock, 1) 205,552 1) $31.25 1) $6,423,500 $3,796.57 $0.01 per share 2) 172,448 2) $29.50 2) $5,087,216 3) 46,000 3) $26.25 3) $1,207,500 4) 6,000 4) $25.25 4) $151,500 ==================================================================================================================
(1) There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of operation of the anti- dilution provisions of the Glacier Water Services, Inc. Stock Compensation Program of the Registrant. (2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, (the "Securities Act"), the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for purposes of calculating the registration fee and are based upon either the exercise price of the stock or the average of the high and low prices of the Common Stock of the Registrant on the American Stock Exchange on June 17, 1998. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This registration statement filed under the Securities Act by Glacier Water Services, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") hereby incorporates by reference the contents of the registration statement relating to the registration of 142,250 shares of Common Stock of the Company (File No. 33-80016) filed on June 8, 1994 (the "Registration Statement"). INFORMATION REQUIRED IN THE REGISTRATION STATEMENT (AS UPDATED THROUGH THE DATE OF THIS REGISTRATION STATEMENT) Each of the items required in Part II of the Registration Statement remain correct as of the date of the filing of this registration statement on Form S-8. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act, 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 Carlsbad, state of California, on this 22nd day of July, 1998. GLACIER WATER SERVICES, INC. By: /s/ Jerry A. Gordon ------------------- Name: Jerry A. Gordon Title: President, Chief Operating Officer and Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Jerry A. Gordon President, Chief June 22, 1998 - -------------------------------------- Operating Officer and Jerry A. Gordon Director /s/ Jerry R. Welch Chairman of the Board and June 22, 1998 - -------------------------------------- Chief Executive Officer Jerry R. Welch /s/ Peter B. Foreman Director June 22, 1998 - -------------------------------------- Peter B. Foreman /s/ Richard A. Kayne Director June 22, 1998 - -------------------------------------- Richard A. Kayne /s/ Robert V. Sinnott Director June 22, 1998 - -------------------------------------- Robert V. Sinnott /s/ Douglas C. Boyd Director June 22, 1998 - -------------------------------------- Douglas C. Boyd /s/ Scott H. Shlecter Director June 22, 1998 - -------------------------------------- Scott H. Shlecter /s/ Brenda K. Foster Vice President, June 22, 1998 - -------------------------------------- Controller (principal Brenda K. Foster financial and accounting officer)
EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 5 Opinion of Milbank, Tweed, Hadley & McCloy. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Milbank, Tweed, Hadley & McCloy. (included in Exhibit 5).
EX-5 2 OPINION OF MILBANK, TWEED, HARLEY & MCCLOY Exhibit 5 Milbank, Tweed, Hadley & McCloy 601 South Figueroa Avenue, 30th Floor Los Angeles, California 90017 Phone: (213) 892-4000 Fax: (213) 629-5063 June 22, 1998 Glacier Water Services, Inc. 2261 Cosmos Court Carlsbad, California 92009 Ladies and Gentlemen: We have examined the registration statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 430,000 additional shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Glacier Water Services, Inc. (the "Company") issuable under the Company's Stock Compensation Program (the "Program"). As your counsel in connection with this transaction, we have examined copies, certified to our satisfaction, of the Program and such records of the Company as we have deemed necessary as a basis for the opinion expressed below. Based on these examinations, it is our opinion that upon the registration of the Common Stock under the Securities Act, the issuance of the Common Stock in accordance with the terms and conditions of the Program and the receipt by the Company of consideration to be received by the Company pursuant to the Program, the Common Stock will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement. This opinion is furnished to you in connection with the registration of the Common Stock, is solely for your benefit and may not be relied upon by, nor copies delivered to, any other person or entity without our prior written consent. Very truly yours, /s/ Milbank, Tweed, Hadley & McCloy ------------------------------------ KJB/NJW EX-23.1 3 CONSENT OF ARTHUR ANDERSEN CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT As independent public accountants, we hereby consent to the use of our report (and to all references to our Firm) included in or made part of this registration statement. ARTHUR ANDERSEN LLP San Diego, California June 22, 1998 -----END PRIVACY-ENHANCED MESSAGE-----