-----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, JKZSoJW6PWNvTuGdQUr43A0+K9MTvwY6lPIqSWGUNCsubfNFe+SXYiV7CPbuV6KW OFUQ1sty/DYo7x4/VRr1EA== 0000797975-96-000006.txt : 19960912 0000797975-96-000006.hdr.sgml : 19960912 ACCESSION NUMBER: 0000797975-96-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960911 EFFECTIVENESS DATE: 19960930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARMOR ALL PRODUCTS CORP CENTRAL INDEX KEY: 0000797975 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 330178217 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11743 FILM NUMBER: 96628492 BUSINESS ADDRESS: STREET 1: 6 LIBERTY DR CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 7143620600 S-8 1 As filed with the Securities and Exchange Commission on September 11, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARMOR ALL PRODUCTS CORPORATION (Exact name of registrant as specified in its charter) Delaware 33-0178217 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6 Liberty Aliso Viejo, California 92656 (Address of Principal Executive Offices) (Zip Code) 1986 STOCK OPTION PLAN (Full Title of Plan) Nancy A. Miller Michael G. McCafferty Vice President and Executive Vice President Corporate Secretary and Chief Financial Officer One Post Street 6 Liberty San Francisco, CA 94104 Aliso Viejo, CA 92656 (Names and addresses of agents for service) (415) 983-8300, (714) 448-4200 (Telephone number, including area code, of agents for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount to Offering Aggregate Amount of to be be Regis- Price Per Offering Registra- Registered tered Share* Price* tion Fee - ------------------------------------------------------------ Common 800,000 $15.125 $11,822,134 $4,077 Stock, $.01 par value... - ------------------------------------------------------------ * Computed, in accordance with Rule 457(h), on the basis of (1) the actual exercise prices of the options to purchase the Common stock being registered for which such exercise prices are known (212,976 shares at $14.50 per share; 8,000 shares at $15.125 per share); plus (ii) with respect to options which remain available for grant, $14.875 per share, the average of the reported high and low prices of the Common stock in the NASDAQ National Market system on September 5, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. This Registration Statement on Form S-8 is being filed for the purpose of registering additional shares under the Registrant's 1986 Stock Option Plan and incorporates by reference the contents of S-8 Registration Statement No. 33-16181, filed with the Commission on July 31, 1987, for the purpose of registering the shares originally authorized under the Plan, and S-8 Registration Statement No. 33-43987, filed with the Commission on November 14, 1991 for the purpose of registering additional shares under the Plan. Item 8. Exhibits. The exhibits listed in the Index to Exhibits on page 6 are filed as part of this Registration Statement. 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 San Francisco, State of California, on the 11th day of September, 1996. ARMOR ALL PRODUCTS CORPORATION By /s/ Nancy A. Miller Nancy A. Miller Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ----- * - ----------------- Kenneth M. Evans President, Chief September 11, 1996 Executive Officer and Director (Principal Executive Officer) * - ----------------- David E. McDowell Chairman of the Board September 11, 1996 * - ----------------- Michael G. McCafferty Executive Vice September 11, 1996 President and Chief Financial Officer (Principal Financial and Accounting Officer * - ----------------- William A. Armstrong Director September 11, 1996 * - ----------------- Jon S. Cartwright Director September 11, 1996 * - ----------------- David L. Mahoney Director September 11, 1996 * - ----------------- Karen Gordon Mills Director September 11, 1996 * - ----------------- Alan Seelenfreund Director September 11, 1996 *By /s/Nancy A. Miller Nancy A. Miller (Attorney-in-Fact) EXHIBIT INDEX Exhibit No. Description - --------------------------------------------------------- *4 Armor All Products Corporation 1986 Stock Option Plan (Exhibit (10)B to the Registrant's Report on Form 10-Q for the quarter ended June 30, 1996). 5 Opinion of Vice President and General Counsel of McKesson Corporation, as to the legality of the shares being registered. 23 Independent Auditors' Consent 23.1 Consent of Vice President and General Counsel of McKesson Corporation is included in Exhibit 5 to this Registration Statement. 24 Powers of Attorney pursuant to which certain officers and directors of the Registrant signed this Registration Statement - -------------------- * Document has heretofore been filed with the Commission and is incorporated by reference and made a part hereof. EXHIBITS 5 and 23.1 September 11, 1996 Securities and Exchange Commission File Desk, Room 1004 450 Fifth Street, NW Washington, DC 20549 Ladies and Gentlemen: Armor All Products Corporation (the "Company") is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, 800,000 additional shares of its Common Stock ($.01 par value) issuable upon the exercise of options granted under the Company's 1986 Stock Option Plan. As General Counsel of McKesson Corporation, the parent of the Company, I have examined such documents and such matters of fact and law as I have deemed necessary for the purpose of rendering the opinion expressed herein. Based upon the foregoing, I am of the opinion that the shares of Common Stock of the Company described above will, when issued, be duly authorized, validly issued, fully paid and non-assessable. Pursuant to the requirements of the Securities Act of 1933, as amended, I hereby consent to the filing of this opinion as an exhibit to the registration statement referred to above, including any amendments thereto. Very truly yours, /s/ Ivan D. Meyerson Ivan D. Meyerson Vice President and General Counsel EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Armor All Products Corporation on Form S-8 of our report dated April 25, 1996, appearing in and incorporated by reference in the Annual Report on Form 10-K of Armor All Products Corporation for the year ended March 31, 1996. /s/DELOITTE & TOUCHE LLP September 11, 1996 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, Armor All Products Corporation, a Delaware Corporation (the "Company"), contemplates filing with the Securities and Exchange Commission at Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 (and amendments thereto, including post-effective amendments), with respect to shares of Common Stock, $.01 par value, of the Company issuable under the Company's 1986 Stock Option Plan; and WHEREAS, the undersigned is an officer or director, or both, of the Company, NOW, THEREFORE, the undersigned hereby constitutes and appoints Michael G. McCafferty and Nancy A. Miller, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Registration Statement and any and all amendments (including post-effective amendments) thereto and other documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 11th day of September, 1996. /s/Kenneth M. Evans - ------------------- Kenneth M. Evans /s/David E. McDowell - -------------------- David E. McDowell /s/Michael G. McCafferty - ------------------------ Michael G. McCafferty /s/William A. Armstrong - ----------------------- William A. Armstrong /s/Jon S. Cartwright - -------------------- Jon S. Cartwright /s/David L. Mahoney - -------------------- David L. Mahoney /s/Karen Gordon Mills - --------------------- Karen Gordon Mills /s/Alan Seelenfreund - -------------------- Alan Seelenfreund -----END PRIVACY-ENHANCED MESSAGE-----