AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 2002.
REGISTRATION NO. 333-85908
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
WILD OATS MARKETS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1100630
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3375 MITCHELL LANE
BOULDER, CO 80301
(303) 440-5220
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
-------------------
EDWARD F. DUNLAP
CHIEF FINANCIAL OFFICER
WILD OATS MARKETS, INC.
3375 MITCHELL LANE
BOULDER, CO 80301
(303) 440-5220
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPY TO:
FRANCIS R. WHEELER, ESQ.
COOLEY GODWARD LLP
380 INTERLOCKEN CRESCENT, SUITE 900
BOULDER, CO 80021
(720) 566-4000
-------------------
EXPLANATORY NOTE
Wild Oats Markets, Inc. (the "Registrant") filed with the Securities and
Exchange Commission a Registration Statement on Form S-3 (Reg. No. 333-85908)
(the "Registration Statement"), which originally registered 123,153 shares of
Common Stock, par value $0.001 per share of the Registrant for resale by the
selling stockholders named therein. The offering contemplated by the
Registration Statement has terminated. Pursuant to the undertaking contained in
the Registration Statement, the Registrant is filing this Post-Effective
Amendment No. 1 to deregister 11,884 shares originally registered by the
Registration Statement that remain unsold as of the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boulder, State of
Colorado, on May 28, 2002.
Wild Oats Markets, Inc.
Date: May 28, 2002 By: /s/ Edward F. Dunlap
--------------------------------
Edward F. Dunlap
Executive Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act, this registration statement
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
By: * Chief Executive Officer,
----------------------- President and Director May 28, 2002
Perry D. Odak
By: /s/ Edward F. Dunlap
----------------------- Chief Financial Officer May 28, 2002
Edward F. Dunlap
By: *
----------------------- Chairman May 28, 2002
John A. Shields
By: *
----------------------- Vice Chairman May 28, 2002
David M. Chamberlain
By: *
----------------------- Director May 28, 2002
Brian K. Devine
By: *
----------------------- Director May 28, 2002
David L. Ferguson
By: *
----------------------- Director May 28, 2002
James B. McElwee
By: *
----------------------- Director May 28, 2002
Mo J. Siegel
*By: /s/ Freya R. Brier
---------------------- Attorney in Fact May 28, 2002
Freya R. Brier,
as Attorney in Fact