Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on February 26, 2025.

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)

Minnesota	41-1622691
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

605 Highway 169 North, Suite 400

Minneapolis, Minnesota 55441

(Address of principal executive offices and zip code)

____________________________

Winmark Corporation 2020 Stock Option Plan

(Full title of the plan)

____________________________


Anthony D. Ishaug
Chief Financial Officer and Treasurer
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

Taft, Stettinius & Hollister, LLP

2200 IDS Center

80 South 8th Street

Minneapolis, Minnesota 55402

612-977-8400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ X ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [ ]

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]

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 100,000 shares of its common stock for issuance upon exercise of options granted under the Winmark Corporation 2020 Stock Option Plan.

Pursuant to General Instruction E of Form S-8 and Rule 429 of the Securities Act, the contents of the Company’s prior registration statement on Form S-8, File No. 333-239999, are incorporated herein by reference.

PART II

Item 8. Exhibits.

Exhibit


4.1		Winmark Corporation 2020 Stock Option Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019)
4.2		Winmark Corporation First Amendment to the 2020 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2024)
4.3		The description of the Company’s Common Stock to be offered pursuant to this Registration Statement included as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, including any amendment or report filed for the purpose of updating this description
5.1		Opinion of Taft, Stettinius & Hollister, LLP
23.1		Consent of Taft, Stettinius & Hollister, 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).
107		Filing Fee Exhibit

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 February 26, 2025.

WINMARK CORPORATION

/s/ BRETT D. HEFFES

Brett D. Heffes, Chair and Chief Executive Officer

POWER OF ATTORNEY

The undersigned officers and directors of Winmark Corporation hereby constitute and appoint Brett D. Heffes 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 February 26, 2025.


SIGNATURE		TITLE
/s/ BRETT D. HEFFES		Chair of the Board and Chief Executive Officer
Brett D. Heffes		(principal executive officer)

/s/ ANTHONY D. ISHAUG		Executive Vice President, Chief Financial Officer and Treasurer
Anthony D. Ishaug		(principal financial and accounting officer)

/s/ LAWRENCE A. BARBETTA		Director
Lawrence A. Barbetta

/s/ AMY C. BECKER		Director
Amy C. Becker

/s/ JENELE C. GRASSLE		Director
Jenele C. Grassle

/s/ PHILIP I. SMITH		Director
Philip I. Smith

/s/ GINA D. SPRENGER		Director
Gina D. Sprenger

/s/ PERCY C. TOMLINSON, JR.		Director
Percy C. Tomlinson, Jr.

Exhibit 5.1

February 26, 2025

Winmark Corporation

605 Highway 169 North, Suite 400

Minneapolis, Minnesota 55441

Re:	Opinion of Counsel as to Legality of 100,000 Shares of Common Stock to be Registered under the Securities Act of 1933, as amended

Ladies and Gentlemen:

This opinion is furnished in connection with the Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which Winmark Corporation (the “Company”) is filing with the Securities and Exchange Commission to register an additional 100,000 shares of Common Stock, no par value, of the Company that may be issued under the Winmark Corporation 2020 Stock Option Plan (the “Plan”).

In connection with this opinion, we have examined such corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed relevant hereto, and this opinion is furnished based upon such examination and review.

Based on the foregoing, it is our opinion that, under the current laws of the State of Minnesota the 100,000 shares of Common Stock of the Company proposed to be issued under the Plan will, when issued pursuant to the terms of the Plan, be legally issued, fully paid and non-assessable.

We are admitted to the practice of law in the State of Minnesota and the foregoing opinions are limited to the laws of that state and the federal laws of the United States of America.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

Very truly yours,

/s/ TAFT, STETTINIUS & HOLLISTER, LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We have issued our reports dated February 26, 2025 with respect to the consolidated financial statements and internal control over financial reporting of Winmark Corporation included in the Annual Report on Form 10-K for the year ended December 28, 2024, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Minneapolis, Minnesota

February 26, 2025

Calculation of Filing Fee Tables
S-8
WINMARK CORP

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	2020 Stock Option Plan Common Stock, no par value	457(a)	100,000	$ 359.62	$ 35,962,000.00	0.0001531	$ 5,505.78
Total Offering Amounts:						$ 35,962,000.00		$ 5,505.78
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 5,505.78

Offering Note

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. This Registration Statement registers 100,000 additional shares of common stock issuable under the Winmark Corporation 2020 Stock Option Plan. 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 February 20, 2025.

Submission	Feb. 21, 2025
Submission [Line Items]
Central Index Key	0000908315
Registrant Name	WINMARK CORP
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Feb. 21, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	2020 Stock Option Plan Common Stock, no par value
Amount Registered \| shares	100,000
Proposed Maximum Offering Price per Unit	359.62
Maximum Aggregate Offering Price	$ 35,962,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 5,505.78
Offering Note	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. This Registration Statement registers 100,000 additional shares of common stock issuable under the Winmark Corporation 2020 Stock Option Plan. 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 February 20, 2025.