AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
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)
---------------------
1996 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of the Plans)
---------------------
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
===================================================================================================================
Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Aggregate
Title of securities to be registered registered(1) per share(2) price(2) filing fee
------------------------------------ ------------ ---------------- ----------------- ----------
1996 Stock Option/Stock Issuance Plan
- -------------------------------------
350,000 shares $21.9375 $7,678,125 $2,265.05
Common Stock,
$.01 par value
===================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1996 Stock Option/Stock Issuance
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of outstanding shares of Registrant's
Common Stock.
(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 Registrant's Common Stock on July 28, 1998, 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., a Delaware corporation (the "Registrant"),
hereby incorporates by reference into this Registration Statement the following
documents which were 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 February 28, 1998 filed with the SEC pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), on May 29, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 30, 1998, filed with the SEC on July 14, 1998;
(c) The Registrant's Registration Statement No. 00-21915 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
by the Registrant 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 at the time of
such amendment will 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 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
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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
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Exhibit Number Exhibit
- -------------- -------
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).
* Exhibits 99.2 through 99.11 are incorporated herein by reference to
Exhibits 99.2 through 99.11, respectively, to Registrant's Registration
Statement No. 333-31699 on Form S-8 filed with the SEC on July 21, 1997.
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 the 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 the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
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the information required to be included in a post-
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effective amendment by those clauses 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 the Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such post-
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.
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 the 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 indemnification provisions summarized in Item 6 above
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 29th
day of July, 1998.
COLDWATER CREEK INC.
By: /s/ Dennis Pence
----------------------------------
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
- --------- ----- ----
/s/ Dennis Pence President, Chief Executive July 29, 1998
- -------------------- Officer and Vice Chairman of the Board
Dennis Pence (Principal Executive Officer)
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Signature Title Date
- --------- ----- ----
/s/ Ann Pence Creative Director and Chairman of July 29, 1998
- ---------------------- the Board of Directors
Ann Pence
/s/ Donald Robson Vice President, Finance and July 29, 1998
- ---------------------- Administration, Chief Financial
Donald Robson Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
/s/ Robert H. McCall Director July 29, 1998
- ----------------------
Robert H. McCall, CPA
/s/ Curt Hecker Director July 29, 1998
- ----------------------
Curt Hecker
/s/ Michelle Collins Director July 29, 1998
- ----------------------
Michelle Collins
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EXHIBIT INDEX
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Exhibit Number Exhibit
- -------------- -------
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).
* Exhibits 99.2 through 99.11 are incorporated herein by reference to
Exhibits 99.2 through 99.11, respectively, to Registrant's Registration
Statement No. 333-31699 on Form S-8 filed with the SEC on July 21, 1997.