-----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, I8DjkbCrauXBZ7BxdDMwA29ZPrzY01LEiODYZMR7a5HnbZQmdi+v95g1BrIsMMM9 Q8T1qMT7XVfr6bX9l+WEpg== 0000902561-97-000353.txt : 19971028 0000902561-97-000353.hdr.sgml : 19971028 ACCESSION NUMBER: 0000902561-97-000353 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971027 EFFECTIVENESS DATE: 19971027 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY RAZOR CO CENTRAL INDEX KEY: 0000750339 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 541050207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38779 FILM NUMBER: 97700819 BUSINESS ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 BUSINESS PHONE: 5042488000 MAIL ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 24, 1997 File No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 American Safety Razor Company (Exact Name of Registrant as Specified in its Charter) Delaware 54-1050207 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) P.O. Box 500 Staunton, Virginia 24402-0500 (Address of Principal Executive Offices) (Zip Code) American Safety Razor Company Stock Option Plan (Full Title of the Plan) Thomas G. Kasvin American Safety Razor Company P.O. Box 500 Staunton, Virginia 24402-0500 (Name and Address of Agent For Service) (540) 248-8000 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Amount of Title of Securities Amount to be Maximum Offering Aggregate Offering Registration to be Registered Registered Price Per Share(1) Price(1) Fee Common Stock ($.01 per share par value)......................... 250,000 Shares $17.00(2) $4,250,000(2) $1287.88 (1) Estimated solely for the purpose of calculating the registration fee. (2) Pursuant to Rule 457(h)(1), computed on the basis of the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on October 21, 1997.
STATEMENT OF INCORPORATION BY REFERENCE The contents of the Form S-8 Registration Statement (File No. 33-73983), filed by the registrant with the Securities and Exchange Commission on January 11, 1994, and the Form S-8 Registration Statement (File No. 33-96984), filed by the registrant with the Securities and Exchange Commission on September 14, 1995, each with respect to the American Safety Razor Company Stock Option Plan are incorporated herein by reference as if set forth in their entirety herein. 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, on this 24th day of October, 1997. AMERICAN SAFETY RAZOR COMPANY By: /s/ Thomas G. Kasvin -------------------- Thomas G. Kasvin Senior Vice President and Assistant Secretary POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints William C. Weathersby and Thomas G. Kasvin and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to 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 and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them, or their or his substitute or substitutes, 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 their respective capacities on this 24th day of October, 1997. Signature Title /s/ Thomas H. Quinn Chairman of the Board and - --------------------------- Chief Executive Officer Thomas H. Quinn (Principal Executive Officer) /s/ William C. Weathersby Director, President and - --------------------------- Chief Operating Officer William C. Weathersby /s/ Thomas G. Kasvin Senior Vice President and - --------------------------- Chief Financial Officer Thomas G. Kasvin (Principal Financial and Accounting Officer) /s/ William C. Ballard, Jr. Director - --------------------------- William C. Ballard, Jr. /s/ Jonathan F. Boucher Director, Vice President and - --------------------------- Assistant Secretary Jonathan F. Boucher /s/ D. Patrick Curran Director - --------------------------- D. Patrick Curran /s/ John W. Jordan II Director - --------------------------- John W. Jordan II /s/ John R. Lowden Director - --------------------------- John R. Lowden /s/ Paul D. Rhines Director - --------------------------- Paul D. Rhines /s/ David W. Zalaznick Director - --------------------------- David W. Zalaznick EXHIBIT INDEX Exhibit Number Description of Exhibit ------ ---------------------- 5 Opinion of Mayer, Brown & Platt 10 Second Amendment to American Safety Razor Company Stock Option Plan 23.1 Consent of Coopers & Lybrand, L.L.P. 23.2 Consent of Mayer, Brown & Platt (included in the opinion filed as Exhibit 5 hereto) 24 Powers of Attorney (included on the signature page of the Registration Statement) EXHIBIT 5 OPINION OF COUNSEL October 24, 1997 American Safety Razor Company P.O. Box 500 Staunton, Virginia 24402-0500 Ladies and Gentlemen: We are acting as special counsel to American Safety Razor Company (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of up to 250,000 shares of its Common Stock, $.01 par value (the "Shares"), to be offered pursuant to the American Safety Razor Company Stock Option Plan (the "Stock Option Plan"). In connection therewith, we have examined or are otherwise familiar with the Company's Amended and Restated Certificate of Incorporation, the Company's Amended and Restated By-Laws, the Stock Option Plan, each as amended to date, the Company's Registration Statement on Form S-8 (the "Registration Statement") relating to the Shares, relevant resolutions of the Board of Directors of the Company, and such other documents and instruments as we have deemed necessary for the purposes of this opinion. We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based upon the foregoing, we are of the opinion that the Shares are duly authorized for issuance and when issued in accordance with the provisions of the Stock Option Plan will be legally issued, fully paid and non-assessable shares of the Company. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Mayer, Brown & Platt EXHIBIT 10 AMERICAN SAFETY RAZOR COMPANY SECOND AMENDMENT TO STOCK OPTION PLAN This Second Amendment to Stock Option Plan (the "Plan") of American Safety Razor Company (the "Company") is dated as of May 20, 1997 (the "Amendment"). WHEREAS, the Board of Directors (the "Board") of the Company adopted the Plan on May 24, 1993 to advance the interests of the Company and its subsidiaries, to strengthen the Company's ability to attract and retain its directors and employees and to provide such directors and employees with an opportunity to acquire an equity interest in the Company; WHEREAS, the Board approved this Amendment in order to increase the number of shares of the Company's Common Stock, par value $.01 per share (the "Common Stock") reserved for issuance under the plan from 500,000 to 750,000 in order to retain flexibility in awarding shares of Common Stock under the Plan; WHEREAS, the stockholders of the Company have, at a meeting duly called and held by the Company on May 20, 1997, approved the increase in the number of shares of Common Stock reserved for issuance under the Plan; NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 4.1 of the Plan is hereby amended by deleting the number "500,000" and substituting therefor "750,000". 2. Except as herein amended, the Plan shall remain in full force and effect and is ratified in all respects. On and after the effectiveness of this Amendment, each reference in the Plan to "this Plan," "hereunder," "hereof, " "herein" or words of like import, and each reference to the Plan in any other agreements, documents or instruments executed and delivered pursuant to the Plan, shall mean and be a reference to the Plan, as amended by this Amendment. EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to incorporation by reference in this registration statement of American Safety Razor Company and subsidiaries on Form S-8 of our report dated February 4, 1997, on our audits of the consolidated financial statements and financial statement schedule of American Safety Razor Company and its subsidiaries as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, which report appears in the December 31, 1996 annual report on Form 10-K of American Safety Razor Company. /s/ Coopers & Lybrand, L.L.P. Richmond, Virginia October 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----