S-8

As filed with the Securities and Exchange Commission on July 24, 2014.

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WINMARK CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	41-1622691
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

605 Highway 169 North, Suite 400

Minneapolis, Minnesota 55441

(Address of principal executive offices and zip code)

Winmark Corporation Amended and Restated Stock Option Plan for Nonemployee Directors

(Full title of the Plan)

Anthony D. Ishaug

Chief Financial Officer

Winmark Corporation

605 Highway 169 North, Suite 400

Minneapolis, Minnesota 55441

763-520-8500

(Name, address and telephone number, including area code, of agent for service)

Copy to:

Jonathan B. Levy

Lindquist & Vennum, LLP

4200 IDS Center

80 South 8th Street

Minneapolis, Minnesota  55402

612-371-3211

**Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee
Common Stock, no par value	50,000	(2)	$	67.49	$	3,374,500	$	434.64

(1)Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement of Form S-8 shall also cover such additional and indeterminate number of shares of the Registrant’s common stock that may be issued by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2)This Registration Statement registers 50,000 additional shares of common stock issuable under the Winmark Corporation Amended and Restated Stock Option Plan for Nonemployee Directors.

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and based upon the average of the high and low prices per share of the Company’s Common Stock on The NASDAQ Global Market on July 21, 2014.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E —

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 is filed by Winmark Corporation, a Minnesota corporation, (“Winmark” or the “Company”) to register an additional 50,000 shares of its common stock for issuance upon exercise of options granted under the Winmark Corporation Amended and Restated Stock Option Plan for Nonemployee Directors.

Pursuant to General Instruction E of Form S-8 and Rule 429 of the Securities Act, the contents of the Company’s prior registration statements on Form S-8, File No. 333-143281 are incorporated herein by reference.

PART II

Item 8.Exhibits.

Exhibit
4.1	Winmark Corporation Amended and Restated Stock Option Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2009)
4.2	Winmark Corporation First Amendment to the Amended and Restated Stock Option Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2014)
5.1	Opinion of Lindquist & Vennum LLP
23.1	Consent of Lindquist & Vennum LLP (included in Exhibit 5.1)
23.2	Consent of Grant Thornton LLP, the Company’s Independent Registered Public Accounting Firm
24.1	Power of Attorney (included on signature page)

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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 Minneapolis, State of Minnesota, on July 24, 2014.

WINMARK CORPORATION

/s/ JOHN L. MORGAN

 John L. Morgan

 Chairman and Chief Executive Officer

POWER OF ATTORNEY

The undersigned officers and directors of Winmark Corporation hereby constitute and appoint John L. Morgan and Anthony D. Ishaug, each acting alone, with power to act as our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on July 24, 2014.

SIGNATURE	TITLE
/s/ JOHN L. MORGAN	Chairman of the Board and Chief Executive Officer
John L. Morgan	(principal executive officer)
/s/ ANTHONY D. ISHAUG	Chief Financial Officer and Treasurer
Anthony D. Ishaug	(principal financial and accounting officer)
/s/ LAWRENCE A. BARBETTA	Director
Lawrence A. Barbetta
/s/ JENELE C. GRASSLE	Director
Jenele C. Grassle
/s/ KIRK A. MACKENZIE	Director
Kirk A. MacKenzie
/s/ PAUL C. REYELTS	Director
Paul C. Reyelts
/s/ MARK L. WILSON	Director
Mark L. Wilson
/s/ STEVEN C. ZOLA	Director
Steven C. Zola

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EX-5.1

Exhibit 5.1

July 23, 2014

Winmark Corporation

605 Highway 169 North, Suite 400

Minneapolis, Minnesota 55441

Re:Opinion of Counsel as to Legality of 50,000 Shares of Common Stock to be Registered under the Securities Act of 1933, as Amended

Ladies and Gentlemen:

This opinion is furnished in connection with the Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which Winmark Corporation (the “Company”) is filing with the Securities and Exchange Commission to register an additional 50,000 shares of Common Stock, no par value, of the Company that may be issued under the Winmark Corporation Amended and Restated Stock Option Plan for Nonemployee Directors (the “Plan”).

In connection with this opinion, we have examined such corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed relevant hereto, and this opinion is furnished based upon such examination and review.

Based on the foregoing, it is our opinion that, under the current laws of the State of Minnesota, the 50,000 shares of Common Stock of the Company proposed to be issued under the Plan will, when issued pursuant to the terms of the Plan, be legally issued, fully paid and non-assessable.

We are admitted to the practice of law in the State of Minnesota and the foregoing opinions are limited to the laws of that state and the federal laws of the United States of America.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

Very truly yours,

/s/ LINDQUIST & VENNUM LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We have issued our reports dated March 12, 2014 with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report on Form 10-K for the year ended December 28, 2013 of Winmark Corporation, which are incorporated by reference in this Registration Statement.  We consent to the incorporation by reference in this Registration Statement of the aforementioned reports.

/s/ GRANT THORNTON LLP

Minneapolis, Minnesota

July 23, 2014