-----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, UHV+sA8ac0NZfiFHNlMqnQIXSbqNp+Z0U8J0m5sVF6n9JVAx+mxmYiZsD5Sus+jw 0x3AVIrtL4l8ABHgv0i5AQ== 0001031880-97-000003.txt : 19970513 0001031880-97-000003.hdr.sgml : 19970513 ACCESSION NUMBER: 0001031880-97-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970512 EFFECTIVENESS DATE: 19970512 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLEMAN CO INC CENTRAL INDEX KEY: 0000021627 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 133639257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26907 FILM NUMBER: 97600987 BUSINESS ADDRESS: STREET 1: 1526 COLE BLVD STREET 2: SUITE 300 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032022400 MAIL ADDRESS: STREET 1: 1526 COLE BLVD STREET 2: SUITE 300 CITY: GOLDEN STATE: CO ZIP: 80401 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 12, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ The Coleman Company, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-3639257 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1767 Denver West Boulevard 80401 Golden, Colorado (Zip Code) Telephone: (303) 202-2400 (Address of Principal Executive Offices) ________________ The Coleman Company, Inc. 1996 Stock Option Plan (Full title of the plan) ________________ Barbara Allen With Copies to: The Coleman Company, Inc. 1767 Denver West Boulevard W. Dean Salter, Esq. Golden, Colorado 80401 Holme Roberts & Owen LLP Telephone: (303) 202-2400 1700 Lincoln, Suite 4100 Telecopier:(303) 202-2416 Telephone: (303) 861-7000 (Name, Address, and Telephone Number, Telecopier: (303) 866-0200 Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE Title of Amount Proposed Proposed Securities to be Maximum Maximum to be Registered Registered Offering Aggregate Amount of Price Offering Registration Per Share(1) Price(1) Fee ______________________________________________________________________ Common Stock 2,000,000 $16.3125 $32,625,000 $9887 ($.01 par value) (1) Established pursuant to Rule 457 (c). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by The Coleman Company, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference in the Registration Statement: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1996. (2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the latest fiscal year of the Company. (3) The description of the Common Stock, $.01 par value per share of the Company contained in the Company's Registration Statement on Form S-1 filed on February 26, 1992. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES - Not Applicable Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL - Not Applicable Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 102(b)(7) of the Delaware General Corporation Law permits a Delaware corporation to limit the personal liability of its directors in accordance with the provisions set forth therein in the Certificate of Incorporation of the Company. The Certificate of Incorporation of the Company provides that the personal liability of its directors shall be limited to the fullest extent permitted by applicable law. Section 145 of the Delaware General Corporation Law contains provisions permitting corporations organized thereunder to indemnify directors, officers, employees or agents against expenses, judgments and fines reasonably incurred and against certain other liabilities in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person was or is a director, officer, employee or agent of the corporation. The Bylaws of the Company provide that the Company has the power to indemnify and hold harmless to the fullest extent permitted by applicable law any person who is or was a party or is threatened to be made a party to any threatened or pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Company. The Bylaws of the Company also provide that the Company has the power to indemnify and hold harmless to the fullest extent permitted by applicable law any person who is or was a party or is threatened to be made a party to any threatened or pending or completed action or suit by or in the right of the Company to procure judgment in its favor, by reason of the fact that he or she is or was a director, officer, employee or agent of the Company. In addition, the Bylaws allow the Company to maintain officers and directors liability insurance policies. Item 7. EXEMPTION FROM REGISTRATION CLAIMED - Not applicable Item 8. EXHIBITS Exhibit Number Description of Exhibit 5.1 Opinion and Consent of Holme Roberts & Owen LLP as to the securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Holme Roberts & Owen LLP (contained in their opinion filed as Exhibit 5.1). 24.1 Power of Attorney. Item 9. UNDERTAKINGS (a) Rule 415 Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any fact or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Filings Incorporating Subsequent Exchange Act Documents by Reference The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Acceleration of Effective Date and Filing Registration Statement on Form S-8 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions discussed in Item 6, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in such act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Golden, State of Colorado, as of May 12, 1997. THE COLEMAN COMPANY, INC. /s/ Steven F. Kaplan By: _______________________________ Name: Steven F. Kaplan Title: Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities indicated and on the dates indicated. Signatures Title Date * __________________ Director and May 12, 1997 Jerry W. Levin Chief Executive Officer * __________________ Director May 12, 1997 Ronald O. Perelman * __________________ Director May 12, 1997 Donald G. Drapkin * __________________ Director May 12, 1997 Jordan L. Haines * __________________ Director May 12, 1997 Lawrence M. Jones * __________________ Director May 12, 1997 Robert J. Lanigan * __________________ Director May 12, 1997 Robert S. Miller * ___________________ Director May 12, 1997 Bruce Slovin * ___________________ Director May 12, 1997 William H. Spoor /s/ Steven F. Kaplan __________________ Executive Vice President and May 12, 1997 Steven F. Kaplan Chief Financial Officer /s/ Barbara L. Allen Power of Attorney May 12, 1997 ___________________ Barbara L. Allen * Signed pursuant to a power of attorney EXHIBIT INDEX EXHIBIT DESCRIPTION 5.1 Opinion and Consent of Holme Roberts & Owen LLP as to the securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Holme Roberts & Owen LLP (contained in their opinion filed as Exhibit 5.1). 24.1 Power of Attorney. EX-5.1 2 OPINION AND CONSENT OF COUNSEL May 8, 1997 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: The Coleman Company, Inc. Form S-8 Registration Statement The Coleman Company, Inc. 1996 Stock Option Plan Gentlemen: This firm has acted as counsel to The Coleman Company, Inc. (the "Company") in connection with the preparation and filing of its registration statement on Form S-8 under the Securities Act of 1933, as amended, covering the issuance of an aggregate of 2,000,000 shares of common stock, $.01 par value per share of the Company (the "Common Stock"). We have examined the Company's Articles of Incorporation and bylaws and the record of its corporate proceedings with respect to the registration statement and have made such other investigation as we have deemed necessary in order to express the following opinion. Based on the foregoing, we are of the opinion that the Common Stock, when issued as contemplated by the Plan and the registration statement, will be legally issued, fully paid and nonassessable. We hereby consent to all references to this firm in the registration statement and all amendments to the registration statement. We further consent to the use of this opinion as an exhibit to the registration statement. Very truly yours, Holme Roberts & Owen LLP By: /s/ W. Dean Salter _____________________ W. Dean Salter, Partner EX-23.1 3 CONSENT OF ERNST & YOUNG Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Coleman Company, Inc. 1996 Stock Option Plan of our report dated March 10, 1997, with respect to the consolidated financial statements of the Coleman Company included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities & Exchange Commission. ERNST & YOUNG LLP Denver, Colorado April 30, 1997 EX-24 4 POWER OF ATTORNEY POWER OF ATTORNEY The undersigned hereby constitutes and appoints Larry E. Sanford, Steven F. Kaplan, Michael A. Zawalski, and Barbara L. Allen, and each of them without the others, his true and lawful attorney-in-fact and agent with full power of substitution, for him to sign Registration Statements and any amendments thereto, whether on Form S-8 for the 1996 Stock Option Plan and any amendments thereto, or otherwise, and to file the same with all exhibits, and any amendments thereto, and other related documents with the Securities and Exchange Commission, granting to said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, and ratifies and confirms all that said attorney-in-fact and agent may lawfully do or cause to be done with respect to the filings. Dated as of 28th day of March, 1997. /s/ Lawrence M. Jones /s/ William H. Spoor ________________________ _________________________ Lawrence M. Jones William H. Spoor /s/ Ronald O. Perelman /s/ Robert S. Miller ________________________ ________________________ Ronald O. Perelman Robert S. Miller /s/ Donald G. Drapkin /s/ Jordan L. Haines ________________________ _________________________ Donald G. Drapkin Jordan L. Haines /s/ Jerry W. Levin /s/ Robert J. Lanigan ________________________ _________________________ Jerry W. Levin Robert J. Lanigan /s/ Bruce Slovin ________________________ Bruce Slovin /s/ John A. Moran ________________________ John A. Moran -----END PRIVACY-ENHANCED MESSAGE-----