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)
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Minnesota |
41-1622691 |
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(State or Other Juris- |
(I.R.S. Employer |
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diction of Incorporation |
Identification Number) |
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or Organization) |
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4200 Dahlberg Drive, Suite 100
Minneapolis, MN 55422-4837
(Address of principal executive offices) (Zip Code)
Winmark Corporation Stock Option Plan for Nonemployee Directors
(Full Title of the Plan)
Catherine P. Heaven, Esq.
4200 Dahlberg Drive, Suite 100
Minneapolis, Minnesota 55422-4837
(763) 520-8500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Daniel A. Yarano, Esq.
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402-1425
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CALCULATION OF REGISTRATION FEE |
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Proposed |
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Common Stock issuable upon exercise of options granted under the Nonemployee Director Stock Option Plan : |
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100,000 shares |
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$ |
18.25 |
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$ |
1,825,000 |
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$ |
56.03 |
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TOTAL |
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$ |
56.03 |
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant’s Common Stock on May 23, 2007.
The purpose of this Registration Statement is to register additional shares for issuance under the Registrant’s Stock Option Plan for Nonemployee Directors. The contents of the Registrant’s Registration Statements on Form S-8, Reg. No. 33-85972 and 333-120489 are incorporated herein by reference.
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 Minneapolis and State of Minnesota, on the 24th day of May, 2007.
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WINMARK CORPORATION |
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(the “Registrant”) |
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By |
/s/ Catherine P. Heaven |
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Catherine P. Heaven, General Counsel |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints John L. Morgan and Brett D. Heffes his/her true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Winmark Corporation relating to the Company’s Stock Option Plan for Nonemployee Directors and any or all amendments or post-effective amendments to the Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Signature |
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Title |
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Date |
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/s/ John L. Morgan |
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Chairman of the Board and Chief Executive |
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May 24, 2007 |
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John L. Morgan |
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Officer (principal executive officer) |
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/s/ Brett D. Heffes |
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Chief Financial Officer and Treasurer |
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May 24, 2007 |
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Brett D. Heffes |
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(principal financial officer) |
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/s/ Gary Stofferahn |
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Principal Accounting Officer |
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May 24, 2007 |
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Gary Stofferahn |
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(principal accounting officer) |
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/s/ Kirk A. MacKenzie |
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Vice Chairman and Director |
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May 24, 2007 |
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Kirk A. MacKenzie |
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/s/ William D. Dunlap, Jr. |
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Director |
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May 24, 2007 |
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William D. Dunlap, Jr. |
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/s/ Jenele C. Grassle |
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Director |
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May 24, 2007 |
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Jenele C. Grassle |
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/s/ Paul C. Reyelts |
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Director |
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May 24, 2007 |
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Paul C. Reyelts |
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/s/ Mark L. Wilson |
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Director |
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May 24, 2007 |
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Mark L. Wilson |
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/s/ Dean B. Phillips |
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Director |
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May 24, 2007 |
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Dean B. Phillips |
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
WINMARK CORPORATION
Form S-8 Registration Statement
EXHIBIT INDEX
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Exhibit |
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Number |
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Exhibit Description |
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5 |
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Opinion and consent of counsel regarding securities under the Plan |
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23.1 |
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Consent of counsel (See Exhibit 5) |
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23.2 |
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Consent of current independent registered public accounting firm |
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23.3 |
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Consent of former independent registered public accounting firm |
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24 |
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Power of attorney (See Signature Page) |
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