-----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, OjWxLqUzJ22kjT4zHn55DHT0b/pPjejl6+gRUMkCJDAUHZSWK79Rmxevhj9xkk3q ra4mDr/Xbq5L12Klm1VBlw== 0001157523-04-001214.txt : 20040211 0001157523-04-001214.hdr.sgml : 20040211 20040211141037 ACCESSION NUMBER: 0001157523-04-001214 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 033-80016 FILED AS OF DATE: 20040211 EFFECTIVENESS DATE: 20040211 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: 1933 Act SEC FILE NUMBER: 333-112695 FILM NUMBER: 04585514 BUSINESS ADDRESS: STREET 1: 2651 LA MIRADA DRIVE, SUITE 100 CITY: VISTA STATE: CA ZIP: 92083-8435 BUSINESS PHONE: 7605601111 MAIL ADDRESS: STREET 1: 2651 LA MIRADA DRIVE, SUITE 100 CITY: VISTA STATE: CA ZIP: 92083-8435 S-8 1 a4570104.txt GLACIER WATER 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.) 2651 La Mirada Drive, Suite 100 Vista, CA 92083 ------------------------------------ (Address of Principal Executive Offices) GLACIER WATER SERVICES, INC. STOCK COMPENSATION PROGRAM ------------------------------------------------------- (Full Title of the Plan) Brian H. McInerney President and Chief Executive Officer 2651 La Mirada Drive, Suite 100 Vista, CA 92083 ------------------------------------- (Name and Address of Agent For Service)
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Title of Securities to Amount To Be Registered Proposed Maximum Proposed Maximum Amount of be Registered Offering Price Per Aggregate Offering Registration Fee Share Price - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock,$0.01 per 50,000 $11.50 $ 575,000 share par value 13,500 8.00 108,000 100,000 7.95 795,000 125,000 8.65 1,081,250 190,165 7.55 1,435,746 22,000 8.00 176,000 3,000 12.20 36,600 20,400 12.15 247,860 1,000 12.00 12,000 51,400 13.90 714,460 $886.90 1,500 13.60 20,400 19,500 14.50 282,750 11,500 15.60 179,400 56,400 16.43 926,652 500 15.75 7,875 500 13.30 6,650 - ----------------------------------------------------------------------------------------------------------------------------------
(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. 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 Vista, state of California, on this 9th day of February, 2004. GLACIER WATER SERVICES, INC. By: /s/ Brian H. McInerney ------------------------------- Name: Brian H. McInerney 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/ Brian H. McInerney President, Chief Executive Officer and February 9, 2004 - ------------------------ Director Brian H. McInerney /s/ Charles A. Norris Chairman of the Board and Director February 9, 2004 - ------------------------ Charles A. Norris /s/ William A. Armstrong Director February 9, 2004 - ------------------------ William A. Armstrong /s/ William G. Bell Director February 9, 2004 - ------------------------ William G. Bell /s/ Richard A. Kayne Director February 9, 2004 - ------------------------ Richard A. Kayne /s/ Peter H. Neuwirth Director February 9, 2004 - ------------------------ Peter H. Neuwirth /s/ Scott H. Shlecter Director February 9, 2004 - ------------------------ Scott H. Shlecter /s/ Robert V. Sinott Director February 9, 2004 - ------------------------ Robert V. Sinott /s/ Heidi E. Yodowitz Director February 9, 2004 - ------------------------ Heidi E. Yodowitz /s/ W. David Walters Vice President, Chief February 9, 2004 - ------------------------ Financial Officer (principal W. David Walters financial and accounting officer)
EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 5 Opinion of Weissmann, Wolff, Bergman, Coleman, Grodin & Evall, LLP. 23.1 Consent of KPMG, LLP. 23.2 Information Regarding Consent of Arthur Andersen LLP 23.3 Consent of Weissmann, Wolff, Bergman, Coleman, Grodin & Evall, LLP. (included in Exhibit 5). EX-5 3 a4570104_ex5.txt GLACIER WATER EXHIBIT 5 Exhibit 5 Weissmann, Wolff, Bergman, Coleman, Grodin & Evall, LLP 9665 Wilshire Boulevard, Suite 900 Beverly Hills, CA 90212 Phone:(310) 858-7888 Fax: (310) 550-7191 February 9, 2004 Glacier Water Services, Inc. 2651 La Mirada Drive, Suite 100 Vista, CA 92083 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/ Weissmann, Wolff, Bergman, Coleman, Grodin & Evall, LLP ------------------------------------- Weissmann, Wolff, Bergman, Coleman, Grodin & Evall, LLP EX-23.1 4 a4570104_ex231.txt GLACIER WATER EXHIBIT 23.1 Exhibit 23.1 Independent Auditors' Consent The Board of Directors Glacier Water Services, Inc.: We consent to the use of our report dated February 13, 2003, with respect to the consolidated balance sheet of Glacier Water Services, Inc. as of December 29, 2002, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit) and cash flows for the year then ended incorporated by reference herein in this Form S-8 registration statement. /s/ KPMG LLP San Diego, California February 9, 2004 EX-23.2 5 a4570104_ex232.txt GLACIER WATER EXHIBIT 23.2 Exhibit 23.2 Information Regarding Consent of Arthur Andersen LLP As previously disclosed in the Company's Form 8-K filed on July 1, 2002, the Company dismissed Arthur Andersen LLP as its independent public accountants. The Company filed Form 8-K on July 15, 2002 and announced that the Company had appointed KPMG LLP to replace Arthur Andersen LLP as its independent public accountants. After reasonable efforts, the Company was unable to obtain the written consent of Arthur Andersen LLP to incorporate by reference its report dated February 19, 2002. The absence of this consent may limit recovery against Arthur Andersen LLP under Section 11 of the Securities Act of 1933. In addition, as a practical matter, the ability of Arthur Andersen LLP to satisfy any claims (including claims arising from Arthur Andersen LLP's provision of auditing and other services to the Company and Arthur Andersen LLP's other clients) may be limited due to recent events regarding Arthur Anderson LLP, including without limitation its conviction on federal obstruction of justice charges arising from the federal government's investigation of Enron Corp. -----END PRIVACY-ENHANCED MESSAGE-----