As filed with the Securities and Exchange Commission on July 21, 1997
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COLDWATER CREEK INC.
(Exact name of registrant as specified in its charter)
DELAWARE 82-0419266
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
ONE COLDWATER CREEK DRIVE
SANDPOINT, IDAHO 83864
(Address of principal executive offices) (Zip Code)
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1996 STOCK OPTION/STOCK ISSUANCE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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DENNIS PENCE,
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
VICE CHAIRMAN OF THE BOARD
COLDWATER CREEK INC.
ONE COLDWATER CREEK DRIVE
SANDPOINT, IDAHO 83864
(208) 263-2266
(Name, address including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
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1996 Stock Option/Stock
Issuance Plan:
Options to purchase 1,111,847 N/A N/A N/A
Common Stock
Common Stock, $.01 1,111,847 shares $27.6875 $30,784,264 $9,329
par value
Employee Stock Purchase 750,000 shares $27.6875 $20,765,625 $6,293
Plan
Aggregate Filing Fee: $15,622
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1996 Stock Option/Stock
Issuance Plan and/or the Employee Stock Purchase Plan by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock of Coldwater Creek
Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Common Stock of Coldwater
Creek Inc. on July 14, 1997, as reported by the Nasdaq National
Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Coldwater Creek Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 1, 1997, filed with the SEC on May 30, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, filed with the SEC on July 15, 1997; and
(c) The Registrant's Registration Statement No. 00-021915 on Form 8-A
filed with the SEC on December 30, 1996 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that a director of a corporation will not be personally liable for
monetary damages for breach of such individual's fiduciary duties as a
director except for liability (i) for any breach of such director's duty of
loyalty to the corporation, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii)
for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which a director derives an improper
personal benefit.
The Registrant's Bylaws provide that the Registrant will indemnify its
directors and may indemnify its officers, employees and other agents to the
full extent permitted by law. Indemnification under the Registrant's Bylaws
permits the Registrant to advance expenses incurred by an indemnified party
in connection with the defense of any action or proceeding arising out of
such party's status or service as a director, officer, employee or other
agent of the Registrant upon an undertaking by such party to repay such
advances if it is ultimately determined that such party is not entitled to
indemnification.
The Registrant has entered into separate indemnification agreements
with each of its directors and certain of its officers. These agreements
require the Registrant, among other things, to indemnify such director or
officer against expenses (including attorneys' fees), judgments, fines and
settlements incurred by such individual in connection with any action, suit
or proceeding arising out of such individual's status or service as a
director or officer of the Registrant acting at the request of the
Registrant to the maximum extent permitted by applicable law, subject to
certain limitations.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
Number Exhibit
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4 Instruments Defining Rights of Shareholders. Reference is made
to Registrant's Registration Statement No. 00-021915 on Form 8-A
which is incorporated herein by reference pursuant to Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1996 Stock Option/Stock Issuance Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Change in Control).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporate Transaction).
99.6 Form of Notice of Grant of Automatic Stock Option (Initial
Grant).
99.7 Form of Notice of Grant of Automatic Stock Option (Annual Grant).
99.8 Form of Automatic Stock Option Agreement.
99.9 Form of Stock Issuance Agreement.
99.10 Form of Addendum to Stock Issuance Agreement (Involuntary
Termination Following Change in Control).
99.11 Form of Addendum to Stock Issuance Agreement (Involuntary
Termination Following Corporate Transaction).
99.12 Employee Stock Purchase Plan.
99.13 Form of Enrollment/Change Form.
99.14 Form of Stock Purchase Agreement.
Item 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) 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 1933 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 and
(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 clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for
the purpose of determining any liability under the 1933 Act each such post-
II-2.
effective amendment 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; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Registrant's 1996 Stock Option/Stock Issuance Plan and/or
the Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that
is incorporated by reference into 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. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant 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 Registrant 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 1933 Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Sandpoint, State of
Idaho on this 15th day of July, 1997.
COLDWATER CREEK INC.
By: /s/ Dennis Pence
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Dennis Pence
President, Chief Executive Officer
and Vice Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Coldwater Creek,
Inc., a Delaware corporation, do hereby constitute and appoint Dennis Pence
and Donald Robson and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents,
or any one of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.
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 and on the dates indicated.
Signature Title Date
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/s/ Dennis Pence President, Chief Executive July 15, 1997
- ------------------------ Officer and Vice Chairman of the
Dennis Pence Board (Principal Executive Officer)
II-4.
Signature Title Date
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/s/ Ann Pence Chairman of the Board of Directors July 15, 1997
- ------------------------ and Director
Ann Pence
/s/ Donald Robson Chief Financial Officer, July 15, 1997
- ------------------------ Treasurer, Secretary and Director
Donald Robson (Principal Financial and Accounting
Officer)
/s/ Robert H. McCall Director July 15, 1997
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Robert H. McCall, CPA
/s/ James R. Alexander Director July 15, 1997
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James R. Alexander
/s/ Curt Hecker Director July 15, 1997
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Curt Hecker
II-5.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
COLDWATER CREEK INC.
EXHIBIT INDEX
Number Exhibit
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4 Instruments Defining Rights of Shareholders. Reference is made
to Registrant's Registration Statement No. 00-021915 on Form 8-A
which is incorporated herein by reference pursuant to Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1996 Stock Option/Stock Issuance Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Change in Control).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporate Transaction).
99.6 Form of Notice of Grant of Automatic Stock Option (Initial
Grant).
99.7 Form of Notice of Grant of Automatic Stock Option (Annual Grant).
99.8 Form of Automatic Stock Option Agreement.
99.9 Form of Stock Issuance Agreement.
99.10 Form of Addendum to Stock Issuance Agreement (Involuntary
Termination Following Change in Control).
99.11 Form of Addendum to Stock Issuance Agreement (Involuntary
Termination Following Corporate Transaction).
99.12 Employee Stock Purchase Plan.
99.13 Form of Enrollment/Change Form.
99.14 Form of Stock Purchase Agreement.