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