-----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, IE9spPAvhfenFlOFmRVEUmzjaukw+Qsl7ymLBsuAMY6F1xFCYUBiQOF+sYb+Xp5r YdXWcwOBFI/2xHekH2Ew1w== 0000950124-96-000248.txt : 19960117 0000950124-96-000248.hdr.sgml : 19960117 ACCESSION NUMBER: 0000950124-96-000248 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960116 EFFECTIVENESS DATE: 19960204 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CURTIS HELENE INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000745142 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 363398349 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00211 FILM NUMBER: 96503919 BUSINESS ADDRESS: STREET 1: 325 N WELLS ST CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126610222 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on January 16, 1996 Registration No. 33-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________ HELENE CURTIS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3398349 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) HELENE CURTIS INDUSTRIES, INC. 325 N. WELLS STREET CHICAGO, ILLINOIS 60610 (312) 661-0222 (Address of Principal Executive Offices) HELENE CURTIS INDUSTRIES, INC. DIRECTORS STOCK OPTION PLAN (Full title of the plan) Copy to: ROY A. WENTZ LARRY A. BARDEN VICE PRESIDENT, SIDLEY & AUSTIN SECRETARY AND GENERAL COUNSEL ONE FIRST NATIONAL PLAZA HELENE CURTIS INDUSTRIES, INC. CHICAGO, ILLINOIS 60603 325 N. WELLS STREET (312) 853-7785 CHICAGO, ILLINOIS 60610 (312) 661-0222 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------ Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of of to be registered registered price per share offering price registration fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, $.50 par value 120,000 shares $31.1875 (1) $3,742,500 (1) $1,290.52 ========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933, based upon the average of the high and low sale prices of the Common Stock of Helene Curtis Industries, Inc. on The New York Stock Exchange on Wednesday, January 10, 1996. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by Helene Curtis Industries, Inc. (the "Company") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1995. (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since February 28, 1995. (c) The description of the Company's common stock, par value $.50 per share (the "Common Stock"), which is contained in the Registration Statement on Form 8-A filed with the Commission on October 3, 1984 under the Exchange Act, including any subsequent amendment or any report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Mr. Roy A. Wentz, Vice President, Secretary and General Counsel of the Company, beneficially owns 56,383.847 shares of Common Stock of the Company (which includes options to purchase 24,141 shares). -1- 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Amended and Restated Certificate of Incorporation, as amended, provides indemnification for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "DGCL"). The Company's By-laws permit the Company to insure its directors, officers, employees or agents against any liability asserted against such person and incurred by such person in any such capacity or arising out his status as such. The Company's Amended and Restated Certificate of Incorporation, as amended, provides that, to the full extent permitted by Section 145 of the DGCL, the Company has the power to indemnify, advance payment of expenses on behalf of and purchase and maintain insurance against liability on behalf of all persons for whom it may take each such respective action. Section 145 of the DGCL permits the indemnification by a Delaware corporation of its directors, officers, employees and other agents against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was illegal. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and court approval is required before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action referred to above or in defense of any claim, issue or matter therein, such representative shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred in connection therewith. Reference is made to Section 102(b)(7) of the DGCL which provides that a director of the Company will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. It further provides that if the DGCL is amended to authorize -2- 4 corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company will be eliminated or limited to the fullest extent permitted by the DGCL as so amended. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index. ITEM 9. UNDERTAKINGS (a) 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 facts or events arising after the effective date of this 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 -3- 5 such securities at that time shall be deemed to be the initial bona fide offering thereof. (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) The undersigned registrant hereby undertakes that, for purposes of determining any 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, where applicable, 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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, 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 the Securities Act of 1933 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 the Securities Act of 1933 and will be governed by the final adjudication of such issue. -4- 6 SIGNATURES The Registrant. 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 the City of Chicago, State of Illinois, on this 16th day of January, 1996. HELENE CURTIS INDUSTRIES, INC. By: /s/ Ronald J. Gidwitz ---------------------------- Ronald J. Gidwitz President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 16th day of January, 1996. Signature and Title Signature and Title ------------------- ------------------- /s/ Ronald J. Gidwitz /s/ Lawrence A. Gyenes - ------------------------------ ---------------------------- Ronald J. Gidwitz Lawrence A. Gyenes President, Vice President and Chief Executive Officer and Director Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer) /s/ Mary J. Oyer * - ----------------------------- ----------------------------- Mary J. Oyer Marshall L. Burman Vice President and Corporate Director Controller (Principal Accounting Officer) * - ----------------------------- ----------------------------- Frank W. Considine Charles G. Cooper Director Director * * - ------------------------------ ----------------------------- Gerald S. Gidwitz Michael Goldman Chairman of the Board, Director Director * * - ----------------------------- ----------------------------- Betsy R. Gidwitz John C. Stetson Director Director -5- 7 * * - ----------------------------- ----------------------------- Abbie J. Smith Gilbert P. Smith Director Director * By: /s/ Roy A. Wentz ------------------------ Roy A. Wentz Attorney-In-Fact -6- 8 INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Description of Exhibit - -------- ---------------------- 4.1 Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to the Company's Annual Report listed on Form 10-K for the fiscal year ended February 29, 1992, Exhibit 3(a)). 4.2 Bylaws of the Company, as amended (incorporated herein by reference to the Company's Annual Report filed on Form 10-K for the fiscal year ended February 28, 1991, Exhibit 3(b)). 4.3 Directors Stock Option Plan (incorporated herein by reference to the Proxy Statement for the 1988 Annual Meeting of the Stockholders held June 21, 1988). *5 Opinion of Roy A. Wentz, Esq. *23.1 Consent of Roy A. Wentz, Esq. (included in Exhibit 5). *23.2 Consent of Coopers & Lybrand L.L.P. *24.1 Powers of Attorney.
_____________________ * Filed herewith. EX-5 2 OPINION OF ROY A. WENTZ, ESQ. 1 EXHIBIT 5 January 12, 1996 Helene Curtis Industries, Inc. 325 North Wells Street Chicago, IL 60610 Re: Helene Curtis Industries, Inc. 120,000 Shares of Common Stock, par value $.50 per share This opinion of counsel is provided in my capacity as General Counsel of Helene Curtis Industries, Inc. ("Helene Curtis"), a Delaware corporation. I refer to the Registration Statement on Form S-8 (the "Registration Statement") being filed by Helene Curtis with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 120,000 shares of Common Stock, par value $.50 per share (the "Shares"), of Helene Curtis in connection with the Directors Stock Option Plan (the "Plan"). I am familiar with the proceedings to date with respect to the proposed issuance and sale of the Shares and have examined such records, documents and questions of law, and satisfied myself as to such matters of fact, as I have considered relevant and necessary as a basis for this opinion. Based on the foregoing, I am of the opinion that: 1. Helene Curtis is duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares will be, as and when acquired in accordance with the terms and conditions of the Plan, legally issued, fully paid and nonassessable. The opinion is limited to the General Corporation Law of the State of Delaware and the laws of the United States of America. I do not find it necessary for the purposes of this opinion to cover, and accordingly I express no opinion as to, the application of the securities or blue sky laws of the various states to the issuance and sale of the Shares. 2 January 12, 1996 Page 2 I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to myself included in or made a part of the Registration Statement. Sincerely yours, Roy A. Wentz Vice President, Secretary and General Counsel EX-23.2 3 CONSENT OF COOPERS & LYBRAND L.L.P. 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this Registration Statement on Form S-8 of our report dated April 3, 1995 on our audits of the consolidated financial statements of Helene Curtis Industries, Inc. (the "Company"), included in the Company's Form 10-K for the year ended February 28, 1995, which report is incorporated by reference herein. COOPERS & LYBRAND L.L.P. Chicago, Illinois January 16, 1996 EX-24.1 4 POWERS OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Ronald J. Gidwitz and Roy A. Wentz, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities to sign the registration statements on Form S-8 relating to Helene Curtis Industries, Inc's 1991 Stock Option Plan, 1992 Stock Option Plan, All-Employee Stock Option Program and Director Stock Option Plan, and any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any documents relating to the qualification or registration under state Blue Sky or securities laws of such securities, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes the undersigned might or could do in person, ratifying and confirming all that said attorney-in-fact and agents or any of them, or the substitute or substitutes of said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th day of January, 1996. /s/ RONALD J. GIDWITZ -------------------------- Ronald J. Gidwitz 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Ronald J. Gidwitz and Roy A. Wentz, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities to sign the registration statements on Form S-8 relating to Helene Curtis Industries, Inc's 1991 Stock Option Plan, 1992 Stock Option Plan, All-Employee Stock Option Program and Director Stock Option Plan, and any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any documents relating to the qualification or registration under state Blue Sky or securities laws of such securities, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes the undersigned might or could do in person, ratifying and confirming all that said attorney-in-fact and agents or any of them, or the substitute or substitutes of said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th day of January, 1996. /s/ MARSHALL L. BURMAN -------------------------- Marshall L. Burman 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Ronald J. Gidwitz and Roy A. Wentz, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities to sign the registration statements on Form S-8 relating to Helene Curtis Industries, Inc's 1991 Stock Option Plan, 1992 Stock Option Plan, All-Employee Stock Option Program and Director Stock Option Plan, and any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any documents relating to the qualification or registration under state Blue Sky or securities laws of such securities, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes the undersigned might or could do in person, ratifying and confirming all that said attorney-in-fact and agents or any of them, or the substitute or substitutes of said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th day of January, 1996. /s/ CHARLES G. COOPER -------------------------- Charles G. Cooper 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Ronald J. Gidwitz and Roy A. Wentz, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities to sign the registration statements on Form S-8 relating to Helene Curtis Industries, Inc's 1991 Stock Option Plan, 1992 Stock Option Plan, All-Employee Stock Option Program and Director Stock Option Plan, and any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any documents relating to the qualification or registration under state Blue Sky or securities laws of such securities, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes the undersigned might or could do in person, ratifying and confirming all that said attorney-in-fact and agents or any of them, or the substitute or substitutes of said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th day of January, 1996. /s/ GERALD S. GIDWITZ -------------------------- Gerald S. Gidwitz 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Ronald J. Gidwitz and Roy A. Wentz, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities to sign the registration statements on Form S-8 relating to Helene Curtis Industries, Inc's 1991 Stock Option Plan, 1992 Stock Option Plan, All-Employee Stock Option Program and Director Stock Option Plan, and any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any documents relating to the qualification or registration under state Blue Sky or securities laws of such securities, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes the undersigned might or could do in person, ratifying and confirming all that said attorney-in-fact and agents or any of them, or the substitute or substitutes of said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th day of January, 1996. /s/ MICHAEL GOLDMAN -------------------------- Michael Goldman 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Ronald J. Gidwitz and Roy A. Wentz, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities to sign the registration statements on Form S-8 relating to Helene Curtis Industries, Inc's 1991 Stock Option Plan, 1992 Stock Option Plan, All-Employee Stock Option Program and Director Stock Option Plan, and any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any documents relating to the qualification or registration under state Blue Sky or securities laws of such securities, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes the undersigned might or could do in person, ratifying and confirming all that said attorney-in-fact and agents or any of them, or the substitute or substitutes of said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th day of January, 1996. /s/ BETSY R. GIDWITZ -------------------------- Betsy R. Gidwitz 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Ronald J. Gidwitz and Roy A. Wentz, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities to sign the registration statements on Form S-8 relating to Helene Curtis Industries, Inc's 1991 Stock Option Plan, 1992 Stock Option Plan, All-Employee Stock Option Program and Director Stock Option Plan, and any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any documents relating to the qualification or registration under state Blue Sky or securities laws of such securities, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes the undersigned might or could do in person, ratifying and confirming all that said attorney-in-fact and agents or any of them, or the substitute or substitutes of said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th day of January, 1996. /s/ JOHN C. STETSON -------------------------- John C. Stetson 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Ronald J. Gidwitz and Roy A. Wentz, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities to sign the registration statements on Form S-8 relating to Helene Curtis Industries, Inc's 1991 Stock Option Plan, 1992 Stock Option Plan, All-Employee Stock Option Program and Director Stock Option Plan, and any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any documents relating to the qualification or registration under state Blue Sky or securities laws of such securities, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes the undersigned might or could do in person, ratifying and confirming all that said attorney-in-fact and agents or any of them, or the substitute or substitutes of said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th day of January, 1996. /s/ ABBIE J. SMITH -------------------------- Abbie J. Smith 9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Ronald J. Gidwitz and Roy A. Wentz, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities to sign the registration statements on Form S-8 relating to Helene Curtis Industries, Inc's 1991 Stock Option Plan, 1992 Stock Option Plan, All-Employee Stock Option Program and Director Stock Option Plan, and any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any documents relating to the qualification or registration under state Blue Sky or securities laws of such securities, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes the undersigned might or could do in person, ratifying and confirming all that said attorney-in-fact and agents or any of them, or the substitute or substitutes of said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th day of January, 1996. /s/ GILBERT P. SMITH -------------------------- Gilbert P. Smith -----END PRIVACY-ENHANCED MESSAGE-----