As filed with the Securities and Exchange Commission
on December 20, 2002, Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
West Marine, Inc.
(Exact name of registrant as specified in its charter)
Delaware 77-035-5502
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 Westridge Drive 95076-4100
Watsonville, California (Zip Code)
(Address of Principal Executive Offices)
WEST MARINE, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of plan)
DOW, LOHNES & ALBERTSON, PLLC
Counsel
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036
(Name and Address of agent for service)
Telephone number of agent for service:
(202) 776-2000
CALCULATION OF REGISTRATION FEE
- ------------------------ --------------------- ------------------------ --------------------- -----------------------
Title Of Security Amount Being Proposed Maximum Proposed Maximum Amount Of
Being Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee(2)
Share(1)(2) Price(1)(2)
- ------------------------ --------------------- ------------------------ --------------------- -----------------------
- ------------------------ --------------------- ------------------------ --------------------- -----------------------
Common Stock, $0.001 0 N/A N/A $0.00
Par Value
- ------------------------ --------------------- ------------------------ --------------------- -----------------------
(1) On April 29, 2002, West Marine, Inc. ("West Marine") filed with the
Securities and Exchange Commission (the "SEC") a registration statement on
Form S-8 (File No. 333-87124) to register 100,000 shares of West Marine's
common stock (the "April 2002 Registration Statement"), and such other
shares of its common stock as may be issued pursuant Rule 416(a) of the
Securities Act of 1933 (the "Securities Act"), to be issued under the West
Marine, Inc. Nonemployee Director Stock Option Plan (the "Nonemployee
Director Plan"). Currently, 51,954 shares remain authorized for issuance
under the Nonemployee Director Plan. Effective May 3, 2002, the
shareholders of West Marine approved the adoption of the new West Marine,
Inc. Omnibus Equity Incentive Plan ("the Equity Incentive Plan"). The
Equity Incentive Plan amends, restates and replaces the Nonemployee
Director Plan. Thus, in accordance with the guidance provided in Telephone
Interpretations G89 and G90 of the Division of Corporate Finance Manual of
Publicly Available Telephone Interpretations, date July 1997 and General
Instruction E to Form S-8 (collectively, the "SEC Guidance"), West Marine
hereby deregisters the 100,000 shares of common stock under the Nonemployee
Director Plan currently registered under the April 2002 Registration
Statement. Contemporaneously with the filing of this Post-Effective
Amendment No. 1 to the Nonemployee Director Plan Registration Statement,
West Marine is filing a Registration Statement on Form S-8 for the Equity
Incentive Plan (the "Equity Incentive Plan Registration Statement"). The
Equity Incentive Plan Registration Statement shall register the 100,000
shares of common stock under the Nonemployee Director Plan as issuable
under the Equity Incentive Plan. Therefore, in accordance with the SEC
Guidance, West Marine intends that the 100,000 shares deregistered by this
Amendment No. 1 to the April 2002 Registration Statement, and the
previously paid $201.39 filing fee attributable to such shares, be applied
to the shares to be registered under the Equity Incentive Plan and the
filing fee to be paid for filing the Equity Incentive Plan Registration
Statement.
(2) The original registration fee of $201.39 for the registration of 100,000
shares was paid by West Marine upon the filing of the April 2002
Registration Statement. However, pursuant to Note (1) above, West Marine
intends that the $201.39 registration fee attributable to the 100,000
shares being deregistered by this Post-Effective Amendment No. 1 to the
April 2002 Registration Statement be credited to the registration of such
shares under the Equity Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Pursuant to General Instruction E, and unless otherwise noted herein,
the contents of the April 2002 Registration Statement pertaining to the
Nonemployee Director Plan, including all exhibits thereto and all periodic
reports that West Marine filed after the April 2002 Registration Statement, or
will file subsequent to this Registration Statement to maintain current
information about West Marine, are incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
None.
Item 8. Exhibits
No consents are required as this Amendment No. 1 to the Nonemployee
Director Plan is deregistering shares.
SIGNATURES
Pursuant to the requirements of the Securities Act, West Marine
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 Watsonville, State of California on this 29th day of
October, 2002.
WEST MARINE, INC.
/s/ John Edmondson
By:____________________________
John Edmondson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement to be signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ John Edmondson
____________________________________ President, Chief Executive October 29, 2002
John Edmondson Officer and Director
/s/ Richard E. Everett
____________________________________ Chief Operating Officer and October 29, 2002
Richard E. Everett Director
/s/ Russell Solt
____________________________________ Executive Vice President and October 29, 2002
Russell Solt Chief Financial Officer
(Principal Financial Officer)
/s/ Eric Nelson
____________________________________ Vice President, Finance and October 29, 2002
Eric Nelson Chief Accounting Officer
(Principal Accounting Officer)
/s/ Randolph K. Repass
____________________________________ Director October 29, 2002
Randolph K. Repass
/s/ Geoffrey A. Eisenberg
____________________________________ Director October 29, 2002
Geoffrey A. Eisenberg
/s/ David McComas
____________________________________ Director October 29, 2002
David McComas
/s/ Peter Roy
____________________________________ Director October 29, 2002
Peter Roy
/s/ Daniel J. Sweeney
____________________________________ Director October 29, 2002
Daniel J. Sweeney
/s/ William U. Westerfield
____________________________________ Director October 29, 2002
William U. Westerfield