Form S-8 for WD-40 Company

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


 

FORM S-8

 


 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

WD-40 COMPANY

(Exact Name of Registrant as specified in Charter)

 

Delaware   95-1797918
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
1061 Cudahy Place, San Diego, California   92110
(Address of principal executive offices)   (Zip Code)

 

FOURTH AMENDED AND RESTATED

WD-40 COMPANY 1990 INCENTIVE STOCK OPTION PLAN

(Full title of the plan)

 

Garry O. Ridge

1061 Cudahy Place

San Diego, CA 92110

(Name and address of agent for service)

 

(619) 275-1400

(Telephone number, including area code, of agent for service)

 

Calculation of Registration Fee

 


Title of Securities to
be Registered
  

Amount to

be Registered

  

Proposed

Maximum

Offering

Price Per Unit

  

Proposed

Maximum

Aggregate

Offering

Price

  

Amount of

Registration

Fee

No par common stock

   1,500,000 shares    $28.26*    $42,390,000    $5,370.81*

 

* Average of high and low prices reported on The Nasdaq Stock Market for July 12, 2004, used for purposes of fee calculation with respect to 1,500,000 shares for which exercise price of options is undetermined. Registration Fee calculated pursuant to Rule 457(c) and (h).

 



INCORPORATION OF REGISTRATION STATEMENTS

BEARING FILE NOS. 33-43174, 33-90972, 333-41247, and 333-64256

 

This Registration Statement covers additional securities of the same class and relating to the same employee benefit plan as those securities registered on previously filed Registration Statements, File Nos. 33-43174, 33-90972, 333-41247 (each as further updated by a Post-Effective Amendment No. 1 filed on December 17, 1999) and 333-64256, the contents of which are incorporated herein by this reference.

 

EXHIBITS

 

The following exhibits, including the attached opinion and consent, are required to be included in this Registration Statement under Part II, Item 8:

 

Exhibit No.

  

Description


     Instruments Defining the Rights of Security Holders, Including Indentures
  4.1    The Certificate of Incorporation is incorporated by reference from the Registrant’s Form 10-Q Quarterly Report filed January 14, 2000, Exhibit 3(a) thereto.
  4.2    The By-Laws are incorporated by reference from the Registrant’s Form 10-Q Quarterly Report filed January 14, 2000, Exhibit 3(b) thereto.
     Opinion Re Legality
  5.0    Opinion of Gordon & Rees LLP dated July 6, 2004.
     Consents of Experts and Counsel
23.0    Consent of PricewaterhouseCoopers LLP dated July 13, 2004.

 

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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 San Diego, State of California, on July 6, 2004.

 

REGISTRANT:

WD-40 COMPANY

By

 

/s/ Michael J. Irwin

   

Michael J. Irwin, Chief Financial Officer

(Principal Financial Officer and Principal

Accounting Officer)

 

POWER OF ATTORNEY

 

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Garry O. Ridge, Michael J. Irwin and Maria M. Mitchell, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement on Form S-8 of WD-40 Company, a Delaware corporation, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

/s/ Garry O. Ridge

GARRY O. RIDGE, Director and

President and Chief Executive Officer

(Principal Executive Officer)

July 6, 2004

 

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/s/ John C. Adams

JOHN C. ADAMS, Director

July 6, 2004

/s/ Giles H. Bateman

GILES H. BATEMAN, Director

July 6, 2004

/s/ Richard A. Collato

RICHARD A. COLLATO, Director

July 6, 2004

/s/ Mario L. Crivello

MARIO L. CRIVELLO, Director

July 6, 2004

/s/ Linda Lang

LINDA LANG, Director

July 6, 2004

/s/ Gary L. Luick

GARY L. LUICK, Director

July 6, 2004

/s/ Kenneth E. Olson

KENNETH E. OLSON, Director

July 6, 2004

/s/ Gerald C. Schleif

GERALD C. SCHLEIF, Director

July 6, 2004

/s/ Neal E. Schmale

NEAL E. SCHMALE, Director

July 6, 2004

/s/ Edward J. Walsh

EDWARD J. WALSH, Director

July 6, 2004

 

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