As filed with the Securities and Exchange Commission on July 24, 2014.

Registration No. 333-                

 

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)

 

 

605 Highway 169 North, Suite 400

Minneapolis, Minnesota 55441

(Address of principal executive offices and zip code)

 

 

Winmark Corporation Amended and Restated Stock Option Plan for Nonemployee Directors

(Full title of the Plan)

 

 

Anthony D. Ishaug

Chief Financial Officer

Winmark Corporation

605 Highway 169 North, Suite 400

Minneapolis, Minnesota 55441

763-520-8500

(Name, address and telephone number, including area code, of agent for service)

 

Copy to:

Jonathan B. Levy

Lindquist & Vennum, LLP

4200 IDS Center

80 South 8th Street

Minneapolis, Minnesota  55402

612-371-3211

 

**Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the exchange Act. (Check one):

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (3)			Proposed Maximum Aggregate Offering Price (3)			Amount of Registration Fee
Common Stock, no par value		50,000	(2)	$	67.49		$	3,374,500		$	434.64

(1)         Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement of Form S-8 shall also cover such additional and indeterminate number of shares of the Registrant’s common stock that may be issued by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

 

(2)         This Registration Statement registers 50,000 additional shares of common stock issuable under the Winmark Corporation Amended and Restated Stock Option Plan for Nonemployee Directors.

 

(3)         Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and based upon the average of the high and low prices per share of the Company’s Common Stock on The NASDAQ Global Market on July 21, 2014.

 

 

 

STATEMENT PURSUANT TO GENERAL INSTRUCTION E —

REGISTRATION OF ADDITIONAL SECURITIES

 

This Registration Statement on Form S-8 is filed by Winmark Corporation, a Minnesota corporation, (“Winmark” or the “Company”) to register an additional 50,000 shares of its common stock for issuance upon exercise of options granted under the Winmark Corporation Amended and Restated Stock Option Plan for Nonemployee Directors.

 

Pursuant to General Instruction E of Form S-8 and Rule 429 of the Securities Act, the contents of the Company’s prior registration statements on Form S-8, File No. 333-143281 are incorporated herein by reference.

 

PART II

 

Item 8.                                 Exhibits.

 

Exhibit
4.1		Winmark Corporation Amended and Restated Stock Option Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2009)
4.2		Winmark Corporation First Amendment to the Amended and Restated Stock Option Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2014)
5.1		Opinion of Lindquist & Vennum LLP
23.1		Consent of Lindquist & Vennum LLP (included in Exhibit 5.1)
23.2		Consent of Grant Thornton LLP, the Company’s Independent Registered Public Accounting Firm
24.1		Power of Attorney (included on signature page)

 

 

2

 

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 Minneapolis, State of Minnesota, on July 24, 2014.

 

	WINMARK CORPORATION
	/s/ JOHN L. MORGAN
	John L. Morgan
	Chairman and Chief Executive Officer

 

POWER OF ATTORNEY

 

The undersigned officers and directors of Winmark Corporation hereby constitute and appoint John L. Morgan and Anthony D. Ishaug, each acting alone, with power to act as our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

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 indicated on July 24, 2014.

 

SIGNATURE		TITLE
/s/ JOHN L. MORGAN		Chairman of the Board and Chief Executive Officer
John L. Morgan		(principal executive officer)
/s/ ANTHONY D. ISHAUG		Chief Financial Officer and Treasurer
Anthony D. Ishaug		(principal financial and accounting officer)
/s/ LAWRENCE A. BARBETTA		Director
Lawrence A. Barbetta
/s/ JENELE C. GRASSLE		Director
Jenele C. Grassle
/s/ KIRK A. MACKENZIE		Director
Kirk A. MacKenzie
/s/ PAUL C. REYELTS		Director
Paul C. Reyelts
/s/ MARK L. WILSON		Director
Mark L. Wilson
/s/ STEVEN C. ZOLA		Director
Steven C. Zola

 

3