-----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, Ew0sI8mbQEsGq77r8Ql7GZVv9gyzDGQiqp01gsmsHYxhwFT4Zz09Q7Q7mdmf2uNX hZiURkzVV7rmysr20k5cAA== /in/edgar/work/20000728/0000950135-00-003672/0000950135-00-003672.txt : 20000921 0000950135-00-003672.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950135-00-003672 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000728 EFFECTIVENESS DATE: 20000728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST YEARS INC CENTRAL INDEX KEY: 0000055698 STANDARD INDUSTRIAL CLASSIFICATION: [3080 ] IRS NUMBER: 042149581 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42466 FILM NUMBER: 681058 BUSINESS ADDRESS: STREET 1: ONE KIDDIE DR CITY: AVON STATE: MA ZIP: 02322-1171 BUSINESS PHONE: 5085881220 MAIL ADDRESS: STREET 1: ONE KIDDIE DR CITY: AVON STATE: MA ZIP: 02322-1171 FORMER COMPANY: FORMER CONFORMED NAME: KIDDIE PRODUCTS INC DATE OF NAME CHANGE: 19920703 S-8 1 s-8.txt THE FIRST YEARS, INC. 1 As filed with the Securities and Exchange Commission on July 28, 2000 REGISTRATION STATEMENT NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- THE FIRST YEARS INC. (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-2149581 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) ONE KIDDIE DRIVE AVON, MASSACHUSETTS 02322 (508) 588-1220 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 1993 STOCK OPTION PLAN FOR DIRECTORS (Full Title of the Plan) ------------------------------- JOHN R. BEALS CHIEF FINANCIAL OFFICER THE FIRST YEARS INC. ONE KIDDIE DRIVE AVON, MASSACHUSETTS 02322 (508) 588-1220 (Name, address, including zip code, and telephone number, including area code, of Registrant's agent for service) With a copy to: H. DAVID HENKEN, P.C. GOODWIN, PROCTER & HOAR LLP Exchange Place Boston, Massachusetts 02109-2881 (617) 570-1000 -------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED(1) PER SHARE(2) PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.10 (the "Common Stock") 300,000 shares $10.91 $3,273,000 $864 ==================================================================================================================================
(1) Plus such additional number of shares as may be required pursuant to the 1993 Stock Option Plan for Directors (the "Plan") in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under the Plan or other similar event. (2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purposes of determining the registration fee and is based upon the average of the high and low sales prices of the Common Stock reported on the NASDAQ National Market on July 25, 2000 ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT INCORPORATION BY REFERENCE - -------------------------- Pursuant to General Instruction E to Form S-8, the contents of the Registrant's earlier Registration Statement on Form S-8 (No. 033-67880) are hereby incorporated by reference thereto. ITEM 8. EXHIBITS. Exhibit - ------- 4.1 1993 Stock Option Plan for Directors, as amended (incorporated by reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). 5.1 Opinion of Goodwin, Procter & Hoar LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1). 24.1 Powers of attorney (included on signature page). 3 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 Avon, Massachusetts, on July 28, 2000. THE FIRST YEARS INC. By: /s/ John R. Beals ------------------------------ John R. Beals Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Ronald J. Sidman and John R. Beals, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. 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 date indicated.
Signature Title Date --------- ----- ---- /s/ Ronald J. Sidman Chairman of the Board, Chief Executive, July 28, 2000 - ---------------------------------------- Officer, President and Director (Principal RONALD J. SIDMAN Executive Officer) /s/ John R. Beals Senior Vice President, Treasurer and July 28, 2000 - ---------------------------------------- Chief Financial Officer JOHN R. BEALS (Principal Financial and Accounting Officer) /s/ Jerome M. Karp Director July 28, 2000 - ---------------------------------------- JEROME M. KARP /s/ Evelyn Sidman Director July 28, 2000 - ---------------------------------------- EVELYN SIDMAN /s/ Benjamin Peltz Director July 28, 2000 - ---------------------------------------- BENJAMIN PELTZ /s/ Fred T. Page Director July 28, 2000 - ---------------------------------------- FRED T. PAGE
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Signature Title Date --------- ----- ---- /s/ Kenneth R. Sidman Director July 28, 2000 - ---------------------------------------- KENNETH R. SIDMAN /s/ Lewis M. Weston Director July 28, 2000 - ---------------------------------------- LEWIS M. WESTON /s/ Walker J. Wallace Director July 28, 2000 - ---------------------------------------- WALKER J. WALLACE
5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 1993 Stock Option Plan for Directors, as amended (incorporated by reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). 5.1 Opinion of Goodwin, Procter & Hoar LLP . 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1). 24.1 Powers of attorney (included on signature page). EX-5.1 2 ex5-1.txt OPINION AND CONSENT OF GOODWIN,PROCTER & HOAR LLP 1 EXHIBIT 5.1 [LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP] July 28, 2000 The First Years Inc. One Kiddie Drive Avon, MA 02322 Ladies and Gentlemen: Re: Registration Statement on Form S-8 ---------------------------------- This opinion is delivered in our capacity as counsel to The First Years Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to 300,000 shares of Common Stock, par value $0.10 per share (the "Registered Shares"), which the Company may issue pursuant to its 1993 Stock Option Plan for Directors (the "Plan"). As counsel for the Company, we have examined a copy of the Plan and the Company's Restated Articles of Organization and the Company's Amended By-laws, each as presently in effect, and such records, certificates and other documents of the Company as we have deemed necessary or appropriate for the purposes of this opinion. We are attorneys admitted to practice in The Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America and The Commonwealth of Massachusetts. Based on the foregoing, we are of the opinion that, upon the issuance and delivery of the Registered Shares against payment therefor in accordance with the terms of the Plan and any agreement thereunder, the Registered Shares will be legally issued, fully paid and non-assessable shares of the Company's Common Stock. The foregoing assumes all requisite steps will be taken to comply with the requirements of the Act, applicable requirements of state laws regulating the offer and sale of securities and applicable requirements of The Nasdaq Stock Market, Inc. We hereby consent to being named as counsel to the Company in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/Goodwin, Procter & Hoar LLP GOODWIN, PROCTER & HOAR LLP EX-23.1 3 ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The First Years Inc. (the "Company") on Form S-8 of our report dated March 2, 2000, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 1999. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Boston, Massachusetts July 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----