-----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, MD/HVaokhX3+lJwfGgM8U4KJOBKhlDomjXaVbeAgrxZg+gWd82xtiNsJQwTWIM/9 bI6ZmdyDdrv/rfL8+GCmyg== 0000950152-97-007084.txt : 19971010 0000950152-97-007084.hdr.sgml : 19971010 ACCESSION NUMBER: 0000950152-97-007084 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971008 EFFECTIVENESS DATE: 19971008 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNATURE BRANDS USA INC CENTRAL INDEX KEY: 0000883327 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 363635286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1002 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37459 FILM NUMBER: 97692645 BUSINESS ADDRESS: STREET 1: 7005 COCHRAN ROAD CITY: GLENWILLOW STATE: OH ZIP: 44139-4312 BUSINESS PHONE: 2165424200 MAIL ADDRESS: STREET 1: 7005 COCHRAN ROAD CITY: GLENWILLOW STATE: OH ZIP: 44139-4312 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH O METER PRODUCTS INC /DE DATE OF NAME CHANGE: 19930328 S-8 1 SIGNATURE BRANDS USA, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on October 8, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- SIGNATURE BRANDS USA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 36-3635286 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 7005 Cochran Road Glenwillow, Ohio 44139-4312 (Address of Principal Executive Offices, including Zip Code) ------------------- SIGNATURE BRANDS USA, INC. 1997 STOCK OPTION AND INCENTIVE PLAN (Full Title of the Plan) ------------------- Meeta Vyas Vice-Chairman of the Board and Chief Executive Officer Signature Brands USA, Inc. 7005 Cochran Road Glenwillow, Ohio 44139-4312 (Name and Address of Agent for Service) (440) 542-4200 (Telephone Number, including Area Code, of Agent for Service) -------------------
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share (1) price (1) fee - ---------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 270,000 (2) $4.00 $1,080,000 $328.00
(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low sales price of the Common Stock of Signature Brands USA, Inc. reported on the Nasdaq National Market on October 3, 1997. (2) The 270,000 Common Shares being registered are issuable upon exercise of options to be granted pursuant to the Signature Brands USA, Inc. 1997 Stock Option and Incentive Plan. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by Signature Brands USA, Inc., formerly known as Health o meter Products, Inc., (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for the fiscal year ended September 29, 1996; (2) The Company's Quarterly Reports on Form 10-Q for the fiscal periods ended December 29, 1996, March 30, 1997, and June 29, 1997; (3) The Company's Current Report on Form 8-K dated August 12, 1997; and (4) The description of the Company's Common Stock, $.01 par value, contained in the Registration Statement on Form 8-A filed with the Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") for purposes of registering such securities thereunder, as such Registration Statement may have been amended from time to time. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all the securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents, other than the portions of such documents which by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference. Any statement contained in documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded, for purposes of this Registration Statement, to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law ("DGCL") empowers the Company to indemnify, subject to the standards therein prescribed, any person in connection with any action, suit or proceeding II-2 3 brought or threatened by reason of the fact that such person was a Director, officer, employee or agent of the Company or is or was serving as such with respect to another corporation at the request of the Company. In addition, the DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach of directors' fiduciary duty of care. Article TENTH of the Company's Amended and Restated Certificate of Incorporation (the "Certificate") provides that no Director of the Company will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a Director, provided that such Article TENTH shall not eliminate or limit the liability of a Director: (i) for 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) under Section 174 of the DGCL; or (iv) for any transaction from which such Director derived an improper personal benefit. The Certificate provides that any repeal or modification of Article TENTH will not affect any right or protection existing thereunder immediately prior to such repeal or modification. Section 10.1 of the Company's Amended and Restated By-laws (the "By-laws") provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that such person is or was a Director, officer, employee or agent of the Company, or who is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 10.2 of the By-laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor, by reason of the fact that such person is or was a Director, officer, employee or agent of the Company, or who is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The Directors and officers of the Company are covered by insurance, indemnifying them against certain civil liabilities, including liabilities under the federal securities laws, which might be incurred by them in such capacity. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-3 4 ITEM 8. EXHIBITS. See the Exhibit Index at Page E-1 of this Registration Statement. 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 the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the 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 Registrant pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 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 15(d) or 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 the Registration Statement shall be deemed to be a new registration statement II-4 5 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. 6 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 the City of Cleveland, State of Ohio, on this 8th day of October, 1997. SIGNATURE BRANDS USA, INC. By: /s/ Meeta Vyas ---------------------------------------- Meeta Vyas Vice-Chairman of the Board and Chief Executive Officer 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 October 8, 1997.
SIGNATURES AND TITLES --------------------- /s/ Meeta Vyas /s/ S. Donald McCullough ---------------------------------------- ------------------------------------------ Meeta Vyas S. Donald McCullough Vice-Chairman of the Board and President, Chief Operating Officer and Chief Executive Officer Director (Principal Executive Officer) /s/ Steven M. Billick /s/ William P. Carmichael ---------------------------------------- ------------------------------------------ Steven M. Billick William P. Carmichael Senior Vice President, Treasurer Director and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ David A. Jones /s/ Thomas H. Lee ---------------------------------------- ------------------------------------------ David A. Jones Thomas H. Lee Director Director /s/ Robert W. Miller /s/ Scott A. Schoen ---------------------------------------- ------------------------------------------ Robert W. Miller Scott A. Schoen Director Director /s/ Thomas R. Shepherd /s/ Frank E. Vaughn ---------------------------------------- ------------------------------------------ Thomas R. Shepherd Frank E. Vaughn Director Director
II-6 7 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION ------ ------------------- 4.1 Amended and Restated Certificate of Incorporation of the Company, as amended, is incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the fiscal period ended March 30, 1997. 4.2 Amended and Restated By-Laws of the Company, as amended, is incorporated herein by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1 (Reg. No. 33-80124). 4.3 Signature Brands USA, Inc. 1997 Stock Option and Incentive Plan is incorporated by reference to Exhibit 10.21 to the Company's Quarterly Report on Form 10-Q for the fiscal period ended March 30, 1997. 5.1 Opinion of Calfee, Halter & Griswold LLP as to the validity of the securities being offered. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1). E-1 EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 October 8, 1997 Signature Brands USA, Inc. 7005 Cochran Road Glenwillow, Ohio 44139-4312 We are familiar with the proceedings taken and proposed to be taken by Signature Brands USA, Inc., a Delaware corporation (the "Company"), with respect to 270,000 shares of Common Stock, $.01 par value (the "Shares"), of the Company, to be offered and sold from time to time pursuant to the Company's 1997 Stock Option and Incentive Plan (the "Plan"). As counsel for the Company, we have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Securities Act of 1933, as amended. In this connection, we have examined such documents, records and matters of law as we have deemed necessary or advisable to render the opinion contained herein. Based upon our examination and inquiries, we are of the opinion that the Shares, when issued and sold pursuant to the terms and conditions of the Plan, will be duly authorized, validly issued, fully paid and nonassessable. This opinion is intended solely for your use in the above-described transaction and may not be reproduced, filed publicly, or relied upon by any other person for any purpose without the express written consent of the undersigned. The opinion expressed in this letter is limited to matters of the Delaware General Corporation Law, and we express no view as to the effect of any other law on the opinion set forth herein. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /S/ Calfee, Halter & Griswold LLP --------------------------------- CALFEE, HALTER & GRISWOLD LLP EX-23.1 3 EXHIBIT 23.1 1 Exhibit 23.1 The Board of Directors Signature Brands USA, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of Signature Brands USA, Inc. (formerly Health o meter Products, Inc.), pertaining to the Signature Brands USA, Inc. 1997 Stock Option and Incentive Plan, of our report dated December 3, 1996, relating to the consolidated balance sheets of Health o meter Products, Inc. and subsidiary as of September 29, 1996 and October 1, 1995, and the related consolidated statements of operations, stockholders' equity, and cash flows for the years ended September 29, 1996 and October 1, 1995, and for the nine-month period ended October 2, 1994, and all related schedules which report appears in the September 29, 1996 annual report on Form 10-K of Health o meter Products, Inc. KPMG Peat Marwick LLP Cleveland, Ohio October 7, 1997 -----END PRIVACY-ENHANCED MESSAGE-----