-----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, FOndQtgUlVEN2bhoWkwWAAtgqZKYcwWZTLCpqDkiKA+ZM/0nja7CJD61Fo3WPKlg fpQcqkpj3aZpvrhC+kj0gA== 0000093542-96-000006.txt : 19960910 0000093542-96-000006.hdr.sgml : 19960910 ACCESSION NUMBER: 0000093542-96-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960906 EFFECTIVENESS DATE: 19960925 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANHOME INC CENTRAL INDEX KEY: 0000093542 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 041864170 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11501 FILM NUMBER: 96626668 BUSINESS ADDRESS: STREET 1: 333 WESTERN AVE CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135623631 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY HOME PRODUCTS INC DATE OF NAME CHANGE: 19820513 S-8 1 FORM S-8 REGISTRATION STATEMENT Registration No. 333-____________ ___________________________________________________________________________ ___________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ STANHOME INC. (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS 04-1864170 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 333 Western Avenue, Westfield, Massachusetts 01085 (Address of Principal Executive Offices) (Zip Code) ____________________________________________ 1996 STOCK OPTION PLAN (Full Title of the Plan) ____________________________________________ Bruce H. Wyatt, Secretary Stanhome Inc. 333 Western Avenue Westfield, Massachusetts 01085 (Name and Address of Agent For Service) (413) 562-3631 (Telephone Number, Including Area Code, of Agent For Service) ____________________________________________
CALCULATION OF REGISTRATION FEE ____________________________________________________________________ ____________________________________________________________________ Proposed Proposed Maximum Maximum Title of Offering Aggregate Amount of Securities to Amount to be Price Per Offering Registration be Registered Registered Unit Price Fee ____________________________________________________________________ Common Stock 12,000 $29.625 $355,500 $122.59 $0.125 Shares Par Value 295,880 $29.50 $8,728,460 $3,009.81 Shares 1,192,120 $25.75 $30,697,090 $10,585.20 Shares ____________________________________________________________________ Total 1,500,000 $39,781,050 $13,717.60 Shares ____________________________________________________________________ ____________________________________________________________________ This Registration Statement also covers such additional number of shares of Common Stock as may be issuable by reason of the operation of applicable antidilution provisions. Estimated in accordance with Rule 457(c) and (h) solely for purposes of calculating the registration fee, based on the average of the high and low prices of the securities to be registered as reported on the New York Stock Exchange Composite Tape on September 3, 1996.
-2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Stanhome Inc. (the "Company") with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (File No. 0-1349), are incorporated by reference herein: (1) Annual Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 1), for the fiscal year ended December 31, 1995; (2) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1996 and June 30, 1996; (3) The description of the Company's Common Stock contained in its (a) General Form for Registration of Securities on Form 10, dated May 28, 1965, as amended on Form 8 Amendment No. 1, dated December 9, 1965, and Form 8 Amendment No. 2, dated September 5, 1986; (b) Applications for Registration of Certain Classes of Securities on Form 8-A, dated September 8, 1986 and October 30, 1987, both as amended on Form 8 Amendment No. 1, dated May 6, 1988; (c) Application for Registration of Certain Classes of Securities on Form 8-A, dated September 19, 1988, as amended on Form 8 Amendment No. 1 dated October 1, 1990; and (d) any other applications for registration of the Company's Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended, including any amendments or reports filed for the purpose of updating the description of such class of securities; and (4) All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof and prior to the filing of a post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, from the date of filing of such reports and other documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. An opinion concerning the legality of the securities being registered has been rendered by Bruce H. Wyatt, General Counsel of the registrant and its Vice President, Clerk and Secretary. Currently, Mr. Wyatt directly owns 7,934 shares of the Company's Common Stock, has indirect beneficial ownership of approximately 7,050 shares of the Company's Common Stock owned by his spouse and by trustees under Company-sponsored employee benefit plans, and has been granted options to acquire an additional 72,700 shares of such stock by the Company's Compensation and Stock Option Committee at prices ranging from $11.125 to $35.50 per share, 44,450 of which are exercisable as of September 4, 1996. Item 6. Indemnification of Directors and Officers. Section 13 of Chapter 156B of the Massachusetts General Laws permits corporations organized under the laws of the Commonwealth to eliminate or limit personal liability of their directors to the corporation or its -3- stockholders for monetary damages resulting from any breach of fiduciary duty as a director, except under certain circumstances. Article 6E of the Company's Restated Articles of Organization, as amended, eliminates the personal liability of directors of the Company to the Company or its stockholders for monetary damages to the full extent permitted under Section 13 of Chapter 156B of the Massachusetts General Laws. Section 67 of Chapter 156B of the Massachusetts General Laws permits corporations organized under the laws of the Commonwealth to indemnify directors and officers under certain circumstances. Article V of the By-Laws of the Company provides for the indemnification of any director, officer and specified key employees of the Company against all expenses, as defined therein, actually or reasonably incurred by any of them in connection with any claim asserted against him or her, or in connection with any action, suit or proceeding, civil or criminal, in which any of them may be involved as a party, by reason of his or her having been such a director, officer or specified key employee, provided he or she has acted in good faith in the reasonable belief that his or her action was in the best interest of the Company. The Company has director and officer liability insurance covering certain expenditures which might arise in connection with such indemnification. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Copies of the documents listed below which are identified with an asterisk (*) have been included as exhibits to registration statements or other documents previously filed with the Commission under the Securities Exchange Act of 1934, as amended (File Number 0-1349), and are incorporated by reference herein; the exhibit number and documents with which the document was originally filed are set forth in parentheses after the description of such exhibit. Exhibits not so identified are filed herewith. EXHIBIT NUMBER DESCRIPTION OF DOCUMENT 4* Rights Agreement, as amended (Exhibit 4(a) to Form 10-Q filed for the quarter ended September 30, 1988 and Exhibit 1 to Form 8 filed on October 1, 1990). 5 and 23(i) Opinion and Consent of Bruce H. Wyatt. 23(ii) Consent of Arthur Andersen LLP. 24 Powers of Attorney (included on the signature page). 99* 1996 Stock Option Plan, as amended (Exhibit 10 to Form 10-Q filed for the quarter ended June 30, 1996). Item 9. Undertakings. 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 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. -4- (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. (4) 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 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 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. (5) 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 Act 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 Act and will be governed by the final adjudication of such issue. 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 Westfield, Commonwealth of Massachusetts, on September 4, 1996. STANHOME INC. (Registrant) By:/s/G. William Seawright G. William Seawright President and Chief Executive Officer -5- Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated and on the dates indicated below. Each person whose signature appears below constitutes and appoints G. William Seawright and Bruce H. Wyatt, and each of them, his or her true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement and any post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/H.L. Tower Chairman of the Board September 4, 1996 H.L. Tower /s/John F. Cauley, Jr. Director September 4, 1996 John F. Cauley, Jr. /s/Janet M. Clarke Director September 4, 1996 Janet M. Clarke /s/Charles W. Elliott Director September 4, 1996 Charles W. Elliott /s/Judith R. Haberkorn Director September 4, 1996 Judith R. Haberkorn /s/Thomas R. Horton Director September 4, 1996 Thomas R. Horton /s/Allan G. Keirstead Director, Executive Vice September 4, 1996 Allan G. Keirstead President, Chief Administrative & Financial Officer and Controller /s/Homer G. Perkins Director September 4, 1996 Homer G. Perkins /s/G. William Seawright Director, President and September 4, 1996 G. William Seawright Chief Executive Officer /s/Anne-Lee Verville Director September 4, 1996 Anne-Lee Verville -6- EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT 4* Rights Agreement, as amended (Exhibit 4(a)to Form 10-Q filed for the quarter ended September 30, 1988 and Exhibit 1 to Form 8 filed on October 1, 1990). 5 and 23(i) Opinion and Consent of Bruce H. Wyatt. 23(ii) Consent of Arthur Andersen LLP. 24 Powers of Attorney (included on the signature page). 99* 1996 Stock Option Plan, as amended (Exhibit 10 to Form 10-Q filed for the quarter ended June 30, 1996). ____________________________ *Incorporated By Reference -7- EX-5 2 OPINION AND CONSENT OF COUNSEL EXHIBITS 5 AND 23(i) September 4, 1996 Stanhome Inc. 333 Western Avenue Westfield, MA 01085 Re: Stanhome Inc. Registration Statement on Form S-8 Ladies and Gentlemen: I am the Vice President, Secretary, Clerk and General Counsel of Stanhome Inc., a Massachusetts corporation (the "Company"), and am issuing this opinion in connection with the Registration Statement on Form S-8 being filed by the Company with the Securities and Exchange Commission (the "Commission") on or about September 6, 1996 (the "Registration Statement") for the purpose of registering with the Commission under the Securities Act of 1933, as amended (the "1933 Act"), 1,500,000 shares (the "Shares") of common stock of the Company, par value $.125 per share, issuable upon the exercise of options granted under the Company's 1996 Stock Option Plan (the "Plan"). In this connection, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, (ii) the Plan, (iii) the Restated Articles of Organization and the By-laws of the Company, as amended, each as currently in effect, and (iv) certain resolutions adopted by the Board of Directors of the Company relating to the Plan and certain other related matters, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein which I have not independently established or verified, I have relied upon statements and representations of other officers and representatives of the Company and others regarding, among other things, the compliance with all provisions of the Plan, including that the price of the Shares will be not less than the par value thereof. I am admitted to the Bar of the Commonwealth of Massachusetts and do not purport to be an expert on, or express any opinion concerning, any law other that the substantive law of the Commonwealth of Massachusetts. Based upon and subject the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and, when the Shares have been paid for and certificates therefor have been issued and delivered upon exercise of options in accordance with the terms of the Plan as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. September 4, 1996 Page Two I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder. This opinion is furnished by me, as counsel to the Company, in connection with the filing of the Registration Statement and, except as provided in the immediately preceding paragraph, is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without the express written permission of the Company. Very truly yours, /s/Bruce H. Wyatt Bruce H. Wyatt General Counsel EX-23 3 CONSENT OF EXPERT EXHIBIT 23(ii) ARTHUR ANDERSEN LLP LETTERHEAD CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 22, 1996 included in Stanhome Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. /s/Arthur Andersen LLP Hartford, Connecticut September 4, 1996 -----END PRIVACY-ENHANCED MESSAGE-----