S-3/A 1 a2083023zs-3a.txt S-3/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 2002. REGISTRATION NO. 333-89444 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- WEIGHT WATCHERS INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) VIRGINIA 11-6040273 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
175 CROSSWAYS PARK WEST WOODBURY, NEW YORK 11797-2055 (516) 390-1400 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) -------------------------- ROBERT W. HOLLWEG, ESQ. WEIGHT WATCHERS INTERNATIONAL, INC. 175 CROSSWAYS PARK WEST WOODBURY, NEW YORK 11797-2055 (516) 390-1400 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------------------- WITH COPIES TO: RISE B. NORMAN, ESQ. KRIS F. HEINZELMAN, ESQ. SIMPSON THACHER & BARTLETT CRAVATH, SWAINE & MOORE 425 LEXINGTON AVENUE 825 EIGHTH AVENUE NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10019
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _______________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _______________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXPLANATORY NOTE This Amendment No. 3 to the Form S-3 Registration Statement is being filed for the sole purpose of filing an additional exhibit. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE. (A) EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 1.1* Form of Underwriting Agreement. 2.1 Recapitalization and Stock Purchase Agreement, dated July 22, 1999, among Weight Watchers International, Inc., H.J. Heinz Company and Artal International S.A. (Incorporated by reference to Exhibit 2 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.1 Senior Subordinated Dollar Notes Indenture, dated as of September 29, 1999, between Weight Watchers International, Inc. and Norwest Bank Minnesota, National Association (Incorporated by reference to Exhibit 4.1 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.2 Guarantee Agreement, dated as of March 3, 2000, given by 58 WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps, Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct, Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction Services, Inc., W.W.I. European Services, Ltd., W.W. Inventory Service Corp., Weight Watchers North America, Inc., Weight Watchers UK Holdings Ltd, Weight Watchers International Holdings Ltd, Weight Watchers U.K. Limited, Weight Watchers (Accessories & Publications) Ltd, Weight Watchers (Food Products) Limited, Weight Watchers New Zealand Limited, Weight Watchers International Pty Limited, Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by reference to Exhibit 4.2 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.3 Senior Subordinated Euro Notes Indenture, dated as of September 29, 1999, between Weight Watchers International Inc. and Norwest Bank Minnesota, National Association (Incorporated by reference to Exhibit 4.3 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.4 Guarantee Agreement, dated as of March 3, 2000, given by 58 WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps, Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct, Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction Services, Inc., W.W.I. European Services, Ltd., W.W. Inventory Service Corp., Weight Watchers North America, Inc., Weight Watchers UK Holdings Ltd, Weight Watchers International Holdings Ltd, Weight Watchers U.K. Limited, Weight Watchers (Accessories & Publications) Ltd, Weight Watchers (Food Products) Limited, Weight Watchers New Zealand Limited, Weight Watchers International Pty Limited, Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by reference to Exhibit 4.4 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.5** Rights Agreement, dated as of November 15, 2001, between Weight Watchers International, Inc. and EquiServe Trust Company, N.A. 4.6 Specimen of stock certificate representing Weight Watchers International, Inc.'s common stock, no par value (Incorporated by reference to Exhibit 4.6 of Weight Watchers International, Inc.'s Form S-1 Registration Statement No. 333-69362). 5.1** Opinion of Hunton & Williams. 23.1 Consent of Hunton & Williams (included in Exhibit 5.1).
II-1
EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 23.2* Consent of PricewaterhouseCoopers LLP, Independent Accountants. 24** Power of Attorney.
------------------------ * Filed herewith. ** Previously Filed. II-2 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-3 and has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 24, 2002. WEIGHT WATCHERS INTERNATIONAL, INC. By: * ----------------------------------------- Linda Huett President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- President, Chief Executive * Officer and Director ------------------------------------------- (PRINCIPAL EXECUTIVE Linda Huett OFFICER) June 24, 2002 Vice President and Chief * Financial Officer ------------------------------------------- (PRINCIPAL FINANCIAL AND Ann M. Sardini ACCOUNTING OFFICER) June 24, 2002 * ------------------------------------------- Chairman of the Board of Raymond Debbane Directors June 24, 2002 * ------------------------------------------- Director Marsha Johnson Evans June 24, 2002 * ------------------------------------------- Director Jonas M. Fajgenbaum June 24, 2002 * ------------------------------------------- Director Sacha Lainovic June 24, 2002 * ------------------------------------------- Director Sam K. Reed June 24, 2002 * ------------------------------------------- Director Christopher J. Sobecki June 24, 2002
*By: /s/ ROBERT W. HOLLWEG -------------------------------------- Attorney-in-Fact
II-3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 1.1* Form of Underwriting Agreement. 2.1 Recapitalization and Stock Purchase Agreement, dated July 22, 1999, among Weight Watchers International, Inc., H.J. Heinz Company and Artal International S.A. (Incorporated by reference to Exhibit 2 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.1 Senior Subordinated Dollar Notes Indenture, dated as of September 29, 1999, between Weight Watchers International, Inc. and Norwest Bank Minnesota, National Association (Incorporated by reference to Exhibit 4.1 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.2 Guarantee Agreement, dated as of March 3, 2000, given by 58 WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps, Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct, Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction Services, Inc., W.W.I. European Services, Ltd., W.W. Inventory Service Corp., Weight Watchers North America, Inc., Weight Watchers UK Holdings Ltd, Weight Watchers International Holdings Ltd, Weight Watchers U.K. Limited, Weight Watchers (Accessories & Publications) Ltd, Weight Watchers (Food Products) Limited, Weight Watchers New Zealand Limited, Weight Watchers International Pty Limited, Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by reference to Exhibit 4.2 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.3 Senior Subordinated Euro Notes Indenture, dated as of September 29, 1999, between Weight Watchers International Inc. and Norwest Bank Minnesota, National Association (Incorporated by reference to Exhibit 4.3 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.4 Guarantee Agreement, dated as of March 3, 2000, given by 58 WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps, Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct, Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction Services, Inc., W.W.I. European Services, Ltd., W.W. Inventory Service Corp., Weight Watchers North America, Inc., Weight Watchers UK Holdings Ltd, Weight Watchers International Holdings Ltd, Weight Watchers U.K. Limited, Weight Watchers (Accessories & Publications) Ltd, Weight Watchers (Food Products) Limited, Weight Watchers New Zealand Limited, Weight Watchers International Pty Limited, Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by reference to Exhibit 4.4 of Weight Watchers International, Inc.'s Form S-4 Registration Statement No. 333-92005). 4.5** Rights Agreement, dated as of November 15, 2001, between Weight Watchers International, Inc. and EquiServe Trust Company, N.A. 4.6 Specimen of stock certificate representing Weight Watchers International, Inc.'s common stock, no par value (Incorporated by reference to Exhibit 4.6 of Weight Watchers International, Inc.'s Form S-1 Registration Statement No. 333-69362). 5.1** Opinion of Hunton & Williams. 23.1 Consent of Hunton & Williams (included in Exhibit 5.1). 23.2* Consent of PricewaterhouseCoopers LLP, Independent Accountants. 24** Power of Attorney.
------------------------ * Filed herewith. ** Previously Filed.