-----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, OPnEgOXp3cY16RLsIDzKD+AbVBbbhA7cj0PtKgD81iDHpFnN7qQsq/5pFtdA+lLa MYT3Uy719uqstIZbxXQfdA== 0000950134-02-007404.txt : 20020620 0000950134-02-007404.hdr.sgml : 20020620 20020619162358 ACCESSION NUMBER: 0000950134-02-007404 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020619 EFFECTIVENESS DATE: 20020619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELEN OF TROY LTD CENTRAL INDEX KEY: 0000916789 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 742692550 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90776 FILM NUMBER: 02682393 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: CHURCH STREET CITY: HAMILTON BERMUDA STATE: D0 ZIP: - BUSINESS PHONE: 915-225-8000 MAIL ADDRESS: STREET 1: ONE HELEN OF TROY PLAZA CITY: EL PASO STATE: TX ZIP: 79912 S-8 1 d97828sv8.txt FORM S-8 As filed with the Securities and Exchange Commission on June 19, 2002. Registration No. 333-__________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- HELEN OF TROY LIMITED (Exact name of registrant as specified in its charter) BERMUDA 74-2692550 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) CLARENDON HOUSE CHURCH STREET HAMILTON, BERMUDA (Address, including Zip Code, of Principal Executive Offices) HELEN OF TROY LIMITED 1998 STOCK OPTION AND RESTRICTED STOCK PLAN (Full title of the plan) VINCENT D. CARSON C/O HELEN OF TROY L.P. ONE HELEN OF TROY PLAZA EL PASO, TEXAS 79912 (Name and address of agent for service) (915) 225-8000 (Telephone number, including area code, of agent for service) with a copy to: Daniel W. Rabun Baker & McKenzie 2001 Ross Avenue, Suite 2300 Dallas, Texas 75201 --------------------------- CALCULATION OF REGISTRATION FEE
==================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTERED(1) REGISTERED PER SHARE(2) PRICE(2) REGISTRATION FEE ------------------------- ------------ ---------------- ------------------ ---------------- Common Stock, $.10 par value 3,000,000 Shares $12.60 $37,800,000 $3,477.60 ====================================================================================================================
(1) Shares of common stock of Helen of Troy Limited (the "Company"), $.10 par value per share (the "Common Stock"), being registered hereby relate to the Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan (the "Plan"). Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the basis of the average of the high and low sale prices of the Common Stock on June 13, 2002, as reported on the Nasdaq National Market System. INCORPORATION BY REFERENCE The 3,000,000 shares of Common Stock being registered hereby shall be issued under the Plan, which was amended as of August 28, 2001, to increase the number of shares of Common Stock available for issuance under the Plan. Pursuant to Instruction E of Form S-8, the contents of the Company's Registration Statement on Form S-8 as filed with Securities and Exchange Commission on November 16, 1998, Registration No. 333-67349, are incorporated by reference herein. Item 8. Exhibits. The following are filed as exhibits to this registration statement: Exhibit No. Description 4.1 Memorandum of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on December 30, 1993 (Reg. No. 33-73594)). 4.2 Bye-Laws of the Company, as amended (incorporated herein by reference from Exhibit 3.2 to the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on December 30, 1993 (Reg. No. 33-73594)). 4.3 Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan (incorporated herein by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No. 333-67349)). 5 Opinion of Conyers Dill & Pearman.* 10.1 First Amendment to Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan.* 23.1 Consent of Conyers Dill & Pearman (See Exhibit 5).* 23.2 Consent of KPMG LLP.* 24 Power of Attorney (included on the signature page of the Registration Statement).* * filed herewith II-1 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 El Paso, State of Texas, on June 11, 2002. HELEN OF TROY LIMITED By: /s/ Gerald J. Rubin ------------------------------------ Gerald J. Rubin Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below hereby authorizes Gerald J. Rubin to file one or more amendments (including post-effective amendments) to this registration statement, which amendments may make such changes in this registration statement as each of them deems appropriate, and each such person hereby appoints Gerald J. Rubin as attorney-in-fact to execute in the name and on behalf of the Company and any such person, individually and in each capacity stated below, any such amendments to this registration statement. 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.
NAME TITLE DATE ---- ----- ---- /s/ Gerald J. Rubin - ---------------------------------------- GERALD J. RUBIN Chairman of the Board, Chief June 11, 2002 Executive Officer, President, and Director (Principal Executive Officer) /s/ Russell G. Gibson - ---------------------------------------- RUSSELL G. GIBSON Senior Vice-President, Finance, and June 11, 2002 Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Stanlee N. Rubin - ---------------------------------------- STANLEE N. RUBIN Director June 11, 2002
II-2 /s/ Gary B. Abromovitz - ---------------------------------------- GARY B. ABROMOVITZ Director June 11, 2002 /s/ Christopher L. Carameros - ---------------------------------------- CHRISTOPHER L. CARAMEROS Director June 11, 2002 /s/ Byron H. Rubin - ---------------------------------------- BYRON H. RUBIN Director June 11, 2002 /s/ Daniel C. Montano - ---------------------------------------- DANIEL C. MONTANO Director June 11, 2002
II-3 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 4.1 Memorandum of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on December 30, 1993 (Reg. No. 33-73594)). 4.2 Bye-Laws of the Company, as amended (incorporated herein by reference from Exhibit 3.2 to the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on December 30, 1993 (Reg. No. 33-73594)). 4.3 Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan (incorporated herein by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No. 333-67349)). 5 Opinion of Conyers Dill & Pearman.* 10.1 First Amendment to Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan.* 23.1 Consent of Conyers Dill & Pearman (See Exhibit 5).* 23.2 Consent of KPMG LLP.* 24 Power of Attorney (included on the signature page of the Registration Statement).*
* filed herewith EX-5 3 d97828exv5.txt OPINION/CONSENT OF CONYERS DILL & PEARMAN EXHIBIT 5 17 June, 2002 Helen of Troy Limited Clarendon House 2 Church Street Hamilton HM 11, Bermuda Dear Sirs, RE: HELEN OF TROY LIMITED (THE "COMPANY") REGISTRATION OF COMMON STOCK We have acted as special legal counsel in Bermuda to the Company in connection with the registration by the Company of an aggregate of 3,000,000 of its common shares of US$0.10 par value to be issued pursuant to the Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan (the "Plan"), and such additional common shares as may become issuable pursuant to the anti-dilution provisions of the Plan (such shares collectively referred to as (the "Shares")). For the purposes of giving this opinion, we have examined an electronic copy dated 17 June, 2002 of a draft Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on 17 June, 2002 under the Securities Act of 1933, as amended (the "Act"). We have also reviewed the memorandum of association and the bye-laws of the Company, a photocopy of written resolutions of the board of directors of the Company effective 8 March, 2002, a photocopy of resolutions passed at a meeting of its shareholders held on 28 August, 2001, and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies of documents (whether or not certified), (b) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (c) full payment for the Shares upon the exercise of the stock options pursuant to the Plan, (d) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter. On the basis of and subject to the foregoing, we are of the opinion that the Shares to be registered by the Company as described in the Registration Statement, when issued by the Company, will be validly issued, fully paid and nonassessable (meaning that no further sums will be payable with respect to the holdings of the Shares). We hereby consent to the filing of this opinion as exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Yours faithfully, CONYERS DILL & PEARMAN By: /s/ Conyers Dill & Pearman ----------------------------------- EX-10.1 4 d97828exv10w1.txt FIRST AMENDMENT TO 1998 STOCK OPTION PLAN EXHIBIT 10.1 FIRST AMENDMENT TO HELEN OF TROY LIMITED 1998 STOCK OPTION AND RESTRICTED STOCK PLAN WHEREAS, the Board of Directors and the shareholders of Helen of Troy Limited, a Bermuda corporation (the "Company"), have heretofore approved and adopted the Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan (the "Plan"); NOW THEREFORE, effective as of the Effective Date (as defined below), the Plan is hereby amended as follows: Section 5(a) of the Plan is hereby amended by deleting the words "3,000,000 shares" in Section 5(a) of the Plan and substituting in lieu therefor the words "6,000,000 shares." This First Amendment to Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan is intended to be, and shall be deemed to be, effective as of August 28, 2001, the date on which the shareholders of the Company approved the hereinabove amendment to the Plan at the 2001 Annual Meeting of the Shareholders (the "Effective Date"). EX-23.2 5 d97828exv23w2.txt CONSENT OF KPMG LLP EXHIBIT 23.2 Independent Auditors' Consent The Board of Directors Helen of Troy Limited: We consent to the use of our report incorporated herein by reference in the prospectus. /s/ KPMG LLP ------------ El Paso, Texas June 14, 2002 -----END PRIVACY-ENHANCED MESSAGE-----