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)

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(2)			Proposed Maximum Aggregate Offering Price(2)				Amount of Registration Fee
Options to Purchase Common Stock under the Stock Option Plan for Nonemployee Directors		Indefinite		$	0.00		$		0.00		$	0.00
Common Stock issuable upon exercise of options granted under the Stock Option Plan for Nonemployee Directors Plan		100,000 shares		$	26.385		$	2,638,500			$	334.30
TOTAL:											$	334.30

 

(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 November 4,  2004.

 

 

The purpose of this Registration Statement is to register additional shares for issuance under the Registrant’s Stock Option Plan for Nonemployee Director Plan.  The contents of the Registrant’s Registration Statement on Form S-8, Reg. No. 33-85972 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 9^th day of November, 2004.

 

 

	WINMARK CORPORATION
	(the “Registrant”)
	By	/s/ John L. Morgan
			John L. Morgan
			Chief Executive Officer

 

 

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 Mark T. Hooley 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.

 

 

Signature		Title		Date
/s/ John L. Morgan		Chairman of the Board and Chief Executive		November 9, 2004
John L. Morgan		Officer(principal executive officer)
/s/ Stephen M. Briggs		President, Chief Operating Officer and		November 9, 2004
Stephen M. Briggs		Director
/s/ Brett D. Heffes		Chief Financial Officer and Treasurer		November 9, 2004
Brett D. Heffes		(principal financial officer)
/s/ Kirk A. MacKenzie				November 9, 2004
Kirk A. MacKenzie		Vice Chairman and Director
/s/ William D. Dunlap, Jr.				November 9, 2004
William D. Dunlap, Jr.		Director
/s/ Jenele C. Grassle				November 9, 2004
Jenele C. Grassle		Director
/s/ Paul C. Reyelts				November 9, 2004
Paul C. Reyelts		Director
/s/ Mark L. Wilson				November 9, 2004
Mark L. Wilson		Director

 

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

WINMARK CORPORATION

 

 

Form S-8 Registration Statement

 

 

EXHIBIT INDEX

 

 

Exhibit Number		Exhibit Description
5		Opinion and Consent of counsel re securities under the Plan
23.1		Consent of counsel (See Exhibit 5)
23.2		Consent of independent accountants
24		Power of attorney (See Signature Page)

 

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