Delaware
(State
or other jurisdiction of Incorporation or organization)
|
33-0628530
(I.R.S.
Employer Identification Number)
|
Robert
M. Gans, Esq.
Executive
Vice President, General Counsel and Secretary
PriceSmart,
Inc.
9740
Scranton Road
San
Diego, California 92121-1745
(858)
404-8800
|
Large
accelerated filer ¨
|
Accelerated
filer x
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Non-accelerated
filer ¨
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Smaller
reporting company ¨
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Title
of Securities to Be Registered
|
Amount
to
be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per
Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
||||||||||||
Common
Stock, $0.0001 par value
|
522,650 | (2) | $ | 19.79 | (4) | $ | 10,343,244 | (4) | $ | 577.16 | ||||||
Common
Stock, $0.0001 par value
|
5,000 | (3) | $ | 16.34 | $ | 81,700 | (4) | $ | 4.56 | |||||||
527,650 | $ | 10,424,944 | (4) | $ | 581.72 |
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(1)
|
Pursuant to Rule 416 under
the Securities Act of 1933, as amended, this Registration Statement shall
also cover any additional shares of common stock that become issuable
under the above-named plans by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of our
outstanding shares of common
stock.
|
|
(2)
|
Covers
45,000 additional shares of Common Stock available for issuance under The
2001 Equity Participation Plan of PriceSmart, Inc., as amended (the “2001
Plan”), and 477,650 additional shares of Common Stock available for
issuance under The 2002 Equity Participation Plan of PriceSmart, Inc., as
amended (the “2002 Plan”), pursuant to amendments approved by the
stockholders of PriceSmart, Inc. on January 28, 2009 and the remaining
22,350 shares were issued in a transaction exempt from registration prior
to the filing of this Registration Statement. The 2001 Plan
authorizes the issuance of a maximum of 400,000 shares of Common
Stock. However, the offer and sale of 350,000 shares of Common
Stock, which have been or may be issued under the 2001 Plan, have
previously been registered pursuant to Form S-8 Registration Statement No.
333-82220 and the remaining 5,000 shares are included in (3),
below. The 2002 Plan authorizes the issuance of a maximum of
1,250,000 shares of Common Stock. However, the offer and sale
of 750,000 shares of Common Stock, which have been or may be issued under
the 2002 Plan, have previously been registered pursuant to Form S-8
Registration Statements Nos. 333-102947 and
333-132173.
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|
(3)
|
Covers
5,000 additional shares of Common Stock available for issuance under the
2001 Plan pursuant to an amendment approved by the stockholders of
PriceSmart, Inc. on January 28, 2009. The 2001 Plan authorizes
the issuance of a maximum of 400,000 shares of Common
Stock. However, the offer and sale of 350,000 shares of Common
Stock, which have been or may be issued under the 2001 Plan, have
previously been registered pursuant to Form S-8 Registration Statement No.
333-82220 and the remaining 45,000 shares are included in (2),
above.
|
|
(4)
|
This estimate is made pursuant to Rule 457(h)
solely for purposes of calculating the registration fee, and is determined
according to the following offering price information: Of the 50,000
shares of Common Stock being registered under the 2001 Plan, (i) 5,000
shares of Common Stock are subject to outstanding options with an exercise
price of $16.34 per share and (ii) 45,000 shares of Common Stock are
reserved for issuance upon exercise of options or other awards to be
granted in the future. Of the 477,650 shares of Common Stock being
registered under the 2002 Plan, no shares of Common Stock are
subject to outstanding options. Pursuant to Rule 457(h), for
all shares of Common Stock being registered hereunder with an exercise
price which cannot be presently determined (45,000 shares of Common Stock
under the 2001 Plan and 477,650 shares of Common Stock under the 2002
Plan), the Proposed Maximum Offering Price Per Share is $19.79 per share of Common Stock,
which is based on the average of the high and low prices for PriceSmart,
Inc.’s Common Stock
as reported on the
Nasdaq Global Select Market on April 14,
2009.
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(1)
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Our
Annual Report on Form 10-K for the fiscal year ended August 31,
2008;
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(2)
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Our
Quarterly Report on Form 10-Q for the quarter ended November 30,
2008;
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(3)
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Amendment
No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended
November 30, 2008;
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(4)
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Our
Quarterly Report on Form 10-Q for the quarter ended February 28,
2009;
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(5)
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Our
Current Report on Form 8-K filed on January 29, 2009;
and
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(6)
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The
description of our common stock contained in our Amended Registration
Statement on Form 10 filed with the Commission on August 13,
1997, including any amendments or reports filed for the purpose of
updating the description.
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4.1
|
2001 Equity Participation Plan of
PriceSmart, Inc. (incorporated by reference to
Exhibit A to the definitive Proxy Statement for the Company’s 2002 Annual
Meeting of Stockholders filed with the Commission on December 10,
2001).
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4.2
|
2002
Equity Participation Plan of PriceSmart, Inc. (incorporated by reference
to Exhibit A to the definitive Proxy Statement for the Company’s 2003
Annual Meeting of Stockholders filed with the Commission on
December 11, 2002).
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4.3
|
Amendment
No. 1 to 2001 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment B to the definitive Proxy Statement for the
Company’s 2009 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
|
4.3
|
Amendment
No. 2 to 2001 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment C to the definitive Proxy Statement for the
Company’s 2002 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
|
4.4
|
Amendment
No. 1 to 2002 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment D to the definitive Proxy Statement for the
Company’s 2002 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
|
4.5
|
Amendment
No. 2 to 2002 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment E to the definitive Proxy Statement for the
Company’s 2002 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
|
4.6
|
Amendment
No. 3 to 2002 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment F to the definitive Proxy Statement for the
Company’s 2002 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
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5.1
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Opinion
of Latham & Watkins LLP.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Latham & Watkins LLP (included in Exhibit 5.1).
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24.1
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Power
of Attorney (included on signature page of this Registration
Statement).
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Signature
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Title
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Date
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/s/ ROBERT
E. PRICE
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Chief
Executive Officer and Chairman of the Board of Directors
(Principal
Executive Officer)
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April 17,
2009
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Robert
E. Price
|
||
/s/ JOHN
M. HEFFNER
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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April 17,
2009
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John
M. Heffner
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||
/s/
GONZALO BARRUTIETA
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Director
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April 17,
2009
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Gonzalo
Barrutieta
|
||
/s/
MURRAY L. GALINSON
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Director
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April 17,
2009
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Murray
L. Galinson
|
||
/s/ KATHERINE
L. HENSLEY
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Director
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April 17,
2009
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Katherine
L. Hensley
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||
/s/ LEON
C. JANKS
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Director
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April 17,
2009
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Leon
C. Janks
|
||
/s/ LAWRENCE
B. KRAUSE
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Director
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April 17,
2009
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Lawrence
B. Krause
|
||
Director
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April 17,
2009
|
|
Jose
Luis Laparte
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||
Director
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April 17,
2009
|
|
Jack
McGrory
|
||
/s/ KEENE
WOLCOTT
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Director
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April 17,
2009
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Keene
Wolcott
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4.1
|
2001 Equity Participation Plan of
PriceSmart, Inc. (incorporated by reference to
Exhibit A to the definitive Proxy Statement for the Company’s 2002 Annual
Meeting of Stockholders filed with the Commission on December 10,
2001).
|
4.2
|
2002
Equity Participation Plan of PriceSmart, Inc. (incorporated by reference
to Exhibit A to the definitive Proxy Statement for the Company’s 2003
Annual Meeting of Stockholders filed with the Commission on
December 11, 2002).
|
4.3
|
Amendment
No. 1 to 2001 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment B to the definitive Proxy Statement for the
Company’s 2009 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
|
4.3
|
Amendment
No. 2 to 2001 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment C to the definitive Proxy Statement for the
Company’s 2002 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
|
4.4
|
Amendment
No. 1 to 2002 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment D to the definitive Proxy Statement for the
Company’s 2002 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
|
4.5
|
Amendment
No. 2 to 2002 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment E to the definitive Proxy Statement for the
Company’s 2002 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
|
4.6
|
Amendment
No. 3 to 2002 Equity Participation Plan of PriceSmart, Inc. (incorporated
by reference to Attachment F to the definitive Proxy Statement for the
Company’s 2002 Annual Meeting of Stockholders filed with the Commission on
December 12, 2008).
|
5.1
|
Opinion
of Latham & Watkins LLP.
|
23.1
|
Consent
of Independent Registered Public Accounting Firm.
|
23.2
|
Consent
of Latham & Watkins LLP (included in Exhibit 5.1).
|
24.1
|
Power
of Attorney (included on signature page of this Registration
Statement).
|