-----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, JSzns9Dggr1TUbAhKzYrkcCS9wKVYVWGMPbTuh7Ntmih11GUntuaFAJlPOe/kk64 stqZRutTWEl/gdlUtP8sqw== 0000950135-98-004462.txt : 19980805 0000950135-98-004462.hdr.sgml : 19980805 ACCESSION NUMBER: 0000950135-98-004462 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980804 EFFECTIVENESS DATE: 19980804 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST YEARS INC CENTRAL INDEX KEY: 0000055698 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 042149581 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60617 FILM NUMBER: 98676965 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 THE FIRST YEARS INC. 1 As filed with the Securities and Exchange Commission on August 4, 1998 File 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 --------------------------------------------- (Address of principal executive offices, including zip code) 1993 EQUITY INCENTIVE PLAN 1993 STOCK OPTION PLAN FOR DIRECTORS ------------------------------------- (Full title of the plan) John R. Beals Chief Financial Officer One Kiddie Drive Avon, Massachusetts 02322 (508) 588-1220 --------------------------------------------- (Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ Title of Amount Proposed Proposed maximum Amount of Securities to be maximum aggregate registered to be registered offering offering fee registered price per price(1) share(1) - ------------------------------------------------------------------------------------------------------------ Common Stock, 1,340,000 shares $16.5625 $22,193,750 $6,548 par value $0.10 - ------------------------------------------------------------------------------------------------------------
(1) The offering price has been estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low sales prices of The First Years Inc. Common Stock, par value $0.10, reported on NASDAQ National Market on July 30, 1998. Exhibit Index on page 4; Page 1 of 6 pages. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 (file number 33-67880) are hereby incorporated by reference thereto. Item 8. Exhibits. Exhibit 4.1 1993 Equity Incentive Plan, as amended, which is incorporated by reference to Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 4.2 1993 Stock Option Plan for Directors, as amended, which is incorporated by reference to Exhibit 10(h) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 5 Opinion of Ropes & Gray. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to this registration statement). 24 Powers of Attorney (included on signature page). -2- 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Avon, The Commonwealth of Massachusetts, on this 30th day of July, 1998. THE FIRST YEARS INC. By /s/ John R. Beals ---------------------------- John R. Beals Chief Financial Officer POWER OF ATTORNEY Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and constitutes Ronald J. Sidman and Gitta M. Kurlat, and each of them singly, his true and lawful attorneys with full power to them, and each of them singly, to sign for him and in his name in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, and he hereby ratifies and confirms his signature as it may be signed by said attorneys, or any of them, to any and all such amendments. Signature Capacity in Which Signed Date /s/ Ronald J. Sidman Chairman of the Board, Chief July 30, 1998 Ronald J. Sidman Executive Officer, President and Director (principal executive officer) /s/ John R. Beals Senior Vice President, July 30, 1998 John R. Beals Treasurer and Chief Financial Officer (principal financial and accounting officer) /s/ Jerome M. Karp Vice Chairman of the Board July 30, 1998 Jerome M. Karp and Director /s/ Fred T. Page Director July 30, 1998 Fred T. Page /s/ Evelyn Sidman Director July 30, 1998 Evelyn Sidman /s/ Merton N. Alperin Director July 30, 1998 Merton N. Alperin /s/ Benjamin Peltz Director July 30, 1998 Benjamin Peltz -3- 4 EXHIBIT INDEX Number Title of Exhibit Page 4.1 1993 Equity Incentive Plan, which is incorporated by reference to Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 4.2 1993 Stock Option Plan for Directors, which is incorporated by reference to Exhibit 10(h) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 5 Opinion of Ropes & Gray. 5 23.1 Consent of Deloitte & Touche LLP. 6 23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to this registration statement). 24 Powers of Attorney (included in Part II of this registration statement under the caption "Signatures"). -4- EX-5 2 OPINION OF ROPES & GRAY 1 Exhibit 5 July 31, 1998 The First Years Inc. One Kiddie Drive Avon, Massachusetts 02322 Re: Registration Statement on Form S-8 Ladies and Gentlemen: This opinion is furnished to you in connection with a registration statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the registration of 1,340,000 shares of common stock, $.10 par value (the "Shares"), of The First Years Inc. (the "Company"). We have acted as special counsel for the Company in the past and are familiar with the action taken by the Company in connection with the Company's 1993 Equity Incentive Plan and 1993 Stock Option Plan for Directors (the "Plans"). For purposes of this opinion, we have examined the Plans and such other documents as we have deemed appropriate. Based upon the foregoing, we are of the opinion that, when the Shares have been issued and sold and consideration received by the Company therefor in accordance with the terms of the Plans, the Shares will have been validly issued and will be fully paid and non-assessable. We hereby consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Ropes & Gray Ropes & Gray EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of The First Years Inc. on Form S-8 of our report dated March 5, 1998 and appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 1997. DELOITTE & TOUCHE LLP Boston, Massachusetts August 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----