-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNx06YYlXpNqGhVpsFqiPBzTjV7UTIkUQEr0YGd31eG2hDoKbVb1PhQq+w9Szl+y 9ty+JrTmTpZPXcNe5BkumQ== 0000932440-98-000259.txt : 19980917 0000932440-98-000259.hdr.sgml : 19980917 ACCESSION NUMBER: 0000932440-98-000259 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980916 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEINER LEISURE LTD CENTRAL INDEX KEY: 0001018946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 980164731 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49405 FILM NUMBER: 98710102 BUSINESS ADDRESS: STREET 1: STE 104 A SAFFREY SQUARE CITY: NASSAU STATE: C5 ZIP: 00000 BUSINESS PHONE: 8093560006 MAIL ADDRESS: STREET 1: STE 104A STREET 2: SAFFREY SQ CITY: NASSAU STATE: C5 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARSHAW CLIVE E CENTRAL INDEX KEY: 0001033246 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 104A SAFFREY SQU CITY: NASSAU BAHAMAS BUSINESS PHONE: 2423560006 MAIL ADDRESS: STREET 1: 104A SAFFREY SQU CITY: NASSAU BAHAMAS SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) STEINER LEISURE LIMITED (Name of Issuer) COMMON SHARES, PAR VALUE (U.S.) $0.01 PER SHARE (Title of Class of Securities) P8744Y 10 2 (CUSIP Number) CLIVE E. WARSHAW SUITE 104A SAFFREY SQUARE NASSAU, THE BAHAMAS with a copy to: ROBERT C. BOEHM, P.A. KELLEY DRYE & WARREN LLP 201 S. BISCAYNE BOULEVARD, SUITE 2400 MIAMI, FLORIDA 33131 (305) 372-2400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 9, 1998 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e) or 13d-1(f) or 13d-1(g), check the following box |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 4 Pages *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------ ----------------------------- CUSIP No. P8744Y 10 2 13D Page 2 of 4 Pages - ------------------------------ ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Clive E. Warshaw - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 4,423,260 BENEFICIALLY OWNED BY EACH ---------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 0 ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 4,423,260 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,423,260 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.6%. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- INTRODUCTORY NOTE This Amendment No. 2 to Schedule 13D amends the Initial Statement on Schedule 13D of Clive E. Warshaw (the "Reporting Person") dated September 11, 1997, as amended by Amendment No. 1 dated May 31, 1998 (as so amended, the "Amended 13D"), to reflect certain sales of the common shares, par value (U.S.) $0.01 per share (the "Common Shares"), of Steiner Leisure Limited (the "Company") by the Reporting Person. Except as set forth below, no amendment is being made hereby to the Amended 13D. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person's sales of Common Shares as disclosed in Item 5(c) were made to provide liquidity to the Reporting Person. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) As of September 11, 1998, the Reporting Person beneficially owned and had sole voting and dispositive power with respect to 4,423,260 Common Shares (including 108,000 Common Shares underlying share options exercisable within sixty days of the date hereof and which were issued pursuant to a share option agreement dated November 10, 1996). Accordingly, the Reporting Person beneficially owned, as of that date, approximately 26.6% of the outstanding Common Shares. (c) The following transactions in the Common Shares were effected by the Reporting Person in the sixty days preceding the filing of this Amendment No. 2.
DATE NUMBER OF SHARES NATURE OF TRANSACTION SALE PRICE PER SHARE ---- ---------------- --------------------- -------------------- August 6, 1998 10,000 Open Market Sale $29.1375 August 7, 1998 30,000 Open Market Sale $29.250 August 12, 1998 10,000 Open Market Sale $28.1875 August 13, 1998 5,000 Open Market Sale $29.000 August 17, 1998 20,000 Open Market Sale $29.1875 August 18, 1998 40,000 Open Market Sale $30.0156 August 19, 1998 10,000 Open Market Sale $30.25 August 20, 1998 10,000 Open Market Sale $30.000 September 8, 1998 10,000 Open Market Sale $24.25 September 8, 1998 5,000 Open Market Sale $24.625 September 8, 1998 5,000 Open Market Sale $24.875 September 9, 1998 35,000 Open Market Sale $25.125 September 9, 1998 35,000 Open Market Sale $25.25
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from, the sale of Common Shares owned by the Reporting Person. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 1 Share Option Agreement dated March 27, 1998 between Clive E. Warshaw and the Company SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 15, 1998 By:/s/ Clive E. Warshaw --------------------------------------- Clive E. Warshaw EX-1 2 SHARE OPTION AGREEMENT EXHIBIT 1 STEINER LEISURE LIMITED SHARE OPTION AGREEMENT This Agreement (this "Agreement") is made as of March 27, 1998, by and between Steiner Leisure Limited, a Bahamas international business company (the "Company"), and the undersigned employee ("Employee"). Pursuant to the Steiner Leisure Limited 1996 Share Option and Incentive Plan (the "Plan"), the Company hereby grants to Employee, as of March 27, 1998, options (the "Options") to purchase Fifty Three Thousand Five Hundred Sixty Five (53,565) of the Company's common shares, par value (U.S.) $.01 per share (the "Shares"), at $34.5417 per share (the "Exercise Price") upon the following terms and conditions. Capitalized terms not otherwise defined herein shall have the same meaning as in the Plan. 1. EXERCISE OF OPTIONS. The Options shall become exercisable in accordance with the following schedule: one-third (rounded down, if necessary, to the next whole number) shall become exercisable on March 27, 1999; one-third (rounded down, if necessary, to the next whole number) shall become exercisable on March 27, 2000; and one-third (rounded up, if necessary, to the next whole number) shall become exercisable on March 27, 2001. The Options shall expire on March 26, 2008. 2. TRANSFER AND EXERCISE. The Options are not transferable otherwise than by will or the laws of descent and distribution and, in addition to the other limitations set forth herein, are exercisable during the lifetime of Employee only by Employee. The Options are exercisable by Employee only while Employee is in active employment with the Company or a Subsidiary or within thirty (30) days after termination of such employment, except (i) during the three-year period after a participant's death, Disability or Retirement; (ii) during a three-year period commencing on the date of Employee's termination of employment by the Company or a subsidiary, other than for cause; or (iii) during a three-year period commencing on the date of termination by Employee, or the Company or a Subsidiary, of employment after a Change in Control unless such termination of employment is by the Company or a Subsidiary for cause. The Options that are not yet vested and exercisable shall be forfeited upon the termination of employment of Employee (other than as a result of death, Disability, Retirement or a Change in Control) by the Company or any Subsidiary unless such termination is by the Company or a Subsidiary and is in violation of the terms of an employment or similar agreement to which the Employee and the Company and/or, as the case may be, a Subsidiary are parties (a "Violation Termination"). In the event of a Violation Termination, all Options held by the Employee which are not yet vested and exercisable shall become vested and exercisable at the effective time of such Violation Termination. 3. PROCEDURE FOR EXERCISE. The Options shall be exercisable by written notice in the form attached hereto as Exhibit A (the "Exercise Notice"). Such written notice shall be addressed to the Secretary of the Company, signed by the Employee and delivered pursuant to Section 10, below. Options shall be deemed to be exercised upon delivery to the Company of such written notice, upon which the Company will issue and deliver to Employee the number of Shares as to which the options were exercised. Notwithstanding the foregoing, Options may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or regulation or any requirement of the Nasdaq Stock Market, Inc. or other market or exchange upon which the Shares may then be traded or listed (collectively, the "Rules"). As a condition to the exercise of an Option, the Company may require Employee to make such representations or warranties to the Company as the Company may deem appropriate under the Rules. 4. PAYMENT OF EXERCISE PRICE. The Exercise Price for the number of shares for which Options are being exercised shall be paid on, or within ten (10) days after the date of exercise: (i) in cash (by certified or bank cashier's check); (ii) by tender to the Company of whole Shares then owned by the Employee having a Fair Market Value (as defined below) on the date of exercise at least equal to the Exercise Price, provided that, in the case of Shares acquired directly from the Company, such Shares have been held for at least six months; (iii) a combination of the foregoing; or (iv) on such other terms and conditions as the Compensation Committee of the Company (or, if such committee is not in existence, the Board of Directors of the Company; in either case, hereinafter, the "Committee") may approve. For purposes of this Agreement, "Fair Market Value" means the mean of the high and low prices reported per Share as quoted on the Nasdaq National Market or the Nasdaq Small Cap Market. 5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In the event of any change in the outstanding Shares of the Company by reason of any share split, share dividend, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change or in the event of any special distribution to the shareholders, the Committee shall make such equitable adjustments in the number of Shares and prices per Share applicable to the Options as the Committee determines are necessary and appropriate. Any such adjustment shall be conclusive and binding for all purposes of the Plan. 6. TAX WITHHOLDING. In order to enable the Company to meet any applicable federal, state or local withholding tax requirements arising as a result of the exercise of Options, Employee shall pay the Company the amount of tax to be withheld or may elect to satisfy such obligation by delivering to the Company other Shares owned by Employee prior to exercising the Options, or a payment consisting of a combination of cash and such Shares, or by having the Company withhold Shares that otherwise would be delivered to Employee pursuant to the exercise of the Options for which the tax is being withheld. Such an election shall be subject to the following: (i) the election shall be made in such manner as may be prescribed by the Committee and (ii) the election shall be made prior to the date to be used to determine the tax to be withheld and shall be irrevocable. The value of any Share to be delivered or withheld by the Company shall be the Fair Market Value on the date to be used to determine the amount of tax to be withheld. 7. SHARES SUBJECT TO PLAN. The Shares awarded pursuant to the Plan are subject to all of the terms and conditions of the Plan, the terms of which are hereby expressly incorporated and made a part hereof. Any conflict between this Agreement and the Plan shall be controlled by, and settled in accordance with the terms of the Plan. Employee acknowledges that Employee has received, read and understood the provisions of the Plan and agrees to be bound by its terms and conditions. 8. INTERPRETATION. Any dispute regarding the interpretation of this Agreement shall be submitted by Employee or by the Company forthwith to the Committee, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on the Company and on Employee. 9. NOT A CONTRACT OF EMPLOYMENT. This Agreement shall not be deemed to constitute an employment contract between the Company and Employee or to be a consideration or an inducement for the employment of Employee. 10. NOTICES. Any notice required or permitted hereunder shall be given in writing and deemed delivered when (i) personally delivered, (ii) sent by facsimile transmission and a confirmation of the transmission is received by the sender, or (iii) three (3) days after being deposited for delivery with a recognized overnight courier, such as Federal Express, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such party may in writing designate. 11. FURTHER INSTRUMENTS. The parties agree to execute such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. 12. ENTIRE AGREEMENT; GOVERNING LAW; SEVERABILITY. The Plan and Exercise Notice are incorporated herein by reference. This Agreement, the Plan and the Exercise Notice constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Employee with respect to the subject matter hereof, and shall be interpreted in accordance with, and shall be governed by, the laws of The Bahamas, subject to any applicable United States federal or state securities laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written. EMPLOYEE: STEINER LEISURE LIMITED /S/ CLIVE E. WARSHAW /S/ LEONARD I. FLUXMAN - ---------------------------- ---------------------------------- Clive E. Warshaw By: Leonard I. Fluxman Chief Operating Officer and CLIVE E. WARSHAW Chief Financial Officer - ---------------------------- Print Name Address and Facsimile Number: Address and Facsimile Number: - ---------------------------- c/o CT Maritime Services, L.C. - ---------------------------- 1007 North America Way, 4th Fl. - ---------------------------- Miami, Florida 33132 - ---------------------------- Facsimile: (305) 372-9310 EXHIBIT A EXERCISE NOTICE Steiner Leisure Limited c/o CT Maritime Services, L.C. 1007 North America Way 4th Floor Miami, Florida 33132 Attention: Secretary 1. EXERCISE OF OPTION. Effective as of the date indicated below, the undersigned ("Employee") hereby elects to exercise ____________ of the Employee's options (the "Options") to purchase common shares (the "Shares") of Steiner Leisure Limited (the "Company") under and pursuant to the Company's 1996 Share Option and Incentive Plan (the "Plan"), and the Share Option Agreement by and between the Company and the Employee dated as of March 27, 1998 (the "Option Agreement"). 2. REPRESENTATIONS OF EMPLOYEE. Employee acknowledges that Employee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. References herein to this "Agreement" include this Exercise Notice and the Plan, and the Option Agreement, all of which are incorporated herein by reference as provided in Section 7, below. 3. COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any other provisions of the Option Agreement to the contrary, Employee understands and acknowledges that the exercise of any rights to purchase Shares is expressly conditioned upon compliance with the Securities Act of 1933, as amended, all applicable state securities laws and all applicable requirements of the Nasdaq Stock Market, Inc. or other market or exchange on which the Shares may be traded or listed at the time of exercise of the Options. Employee agrees to cooperate with the Company to ensure compliance with such laws and requirements. 4. TAX CONSULTATION. Employee understands that Employee may suffer adverse tax consequences as a result of Employee's purchase or disposition of the Shares. Employee represents that Employee has consulted with any tax consultants Employee deems advisable in connection with the purchase or disposition of the Shares and that Employee is not relying on the Company for any tax advice. 5. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. This Agreement shall be binding upon Employee and his or her heirs, executors, administrators, successors and permitted assigns. 6. DELIVERY OF PAYMENT. Employee herewith delivers (or, within ten (10) days after the date of exercise, will deliver) to the Company the full exercise price for the Shares. Employee hereby elects to pay the full exercise price (check the appropriate box): |_| by certified or bank cashier's check; |_| by tender to the Company of Shares in accordance with Section 4(ii) of the Option Agreement; |_| by a combination of the foregoing. 7. ENTIRE AGREEMENT; GOVERNING LAW; SEVERABILITY. The Plan, and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Employee with respect to the subject matter hereof, and shall be interpreted in accordance with, and shall be governed by, the laws of The Bahamas, subject to any applicable United States federal or state securities laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Submitted by: Accepted by: EMPLOYEE: STEINER LEISURE LIMITED - ---------------------------- By:------------------------------- Clive E. Warshaw Leonard I. Fluxman Chief Operating Officer and Print Name Chief Financial Officer CLIVE E. WARSHAW - ---------------------------- Date:----------------------- -----END PRIVACY-ENHANCED MESSAGE-----