-----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, Ay8VlbJHYtjWQfGr8sGVuvJnNCc1iUQ67a9bbuB+5fR98qJgGoQkdOY0TN2BvpYm zwDrZK8CpYX3Ro5BBiWIEw== /in/edgar/work/20000815/0000898430-00-002430/0000898430-00-002430.txt : 20000922 0000898430-00-002430.hdr.sgml : 20000921 ACCESSION NUMBER: 0000898430-00-002430 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000815 EFFECTIVENESS DATE: 20000815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLACIER WATER SERVICES INC CENTRAL INDEX KEY: 0000883505 STANDARD INDUSTRIAL CLASSIFICATION: [5960 ] IRS NUMBER: 330493559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43848 FILM NUMBER: 703463 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 0001.txt 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, $0.01 per share 1) 82,516 1) $12.125 1) $1,000,506.50 $769 2) 162,484 2) $11.75 2) $1,909,187.00 ====================================================================================================================================
(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. 1994 Stock Compensation Program of the Registrant. (2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, 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 on either the exercise price for the stock or the average of the high and low prices of the Common Stock of the Registrant on the American Stock Exchange on July 27, 2000, the last date trading occurred in the Common Stock prior to the date of filing of this Registration Statement. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This registration statement filed under the Securities Act of 1933, as amended, 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"). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities then offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents with the Commission. 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 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 Carlsbad, state of California, on this 10th day of August, 2000. GLACIER WATER SERVICES, INC. By: /s/ Jerry A. Gordon ------------------------------------------------ Name: Jerry A. Gordon Title: President, Chief Executive Officer and Director 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.
Signature Title Date --------- ----- ---- /s/ Jerry A. Gordon President, Chief Executive Officer and August 10, 2000 - ----------------------------------------- Jerry A. Gordon Director /s/ Jerry R. Welch Director August 10, 2000 - ----------------------------------------- Jerry R. Welch /s/ Peter H. Neuwirth Vice Chairman of the Board August 10, 2000 - ----------------------------------------- Peter H. Neuwirth /s/ Richard A. Kayne Chairman of the Board August 10, 2000 - ----------------------------------------- Richard A. Kayne /s/ Robert V. Sinnott Director August 10, 2000 - ----------------------------------------- Robert V. Sinnott /s/ Douglas C. Boyd Director August 10, 2000 - ----------------------------------------- Douglas C. Boyd Director August 10, 2000 - ----------------------------------------- Scott H. Shlecter /s/ David Walters Vice President, Chief Financial August 10, 2000 - ----------------------------------------- W. David Walters Officer (principal financial and accounting officer)
EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 5 Opinion of Milbank, Tweed, Hadley & McCloy LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Milbank, Tweed, Hadley & McCloy LLP. (included in Exhibit 5). EX-5 2 0002.txt OPINION OF MILBANK, TWEED, HADLEY & MCCLOY LLP. Exhibit 5 Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Avenue, 30th Floor Los Angeles, California 90017 Phone: (213) 892-4000 Fax: (213) 629-5063 August 10, 2000 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 245,000 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 LLP ---------------------------------------- KJB/NJW EX-23.1 3 0003.txt CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 16, 2000 appearing on page 15 of the Annual Report on Form 10-K of Glacier Water Services, Inc. for the year ended January 2, 2000. /s/ Arthur Andersen LLP - ----------------------- ARTHUR ANDERSEN LLP San Diego, California August 10, 2000 -----END PRIVACY-ENHANCED MESSAGE-----