-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SlNv4yRik9b8e21GG6M362qEoTphcJ52Irugla/a45x/IMNCXoUIJr8P5IWH2FGk lz8SVHPIA7ARp8mLFQZ2JA== 0000093542-95-000010.txt : 19950417 0000093542-95-000010.hdr.sgml : 19950417 ACCESSION NUMBER: 0000093542-95-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950414 EFFECTIVENESS DATE: 19950503 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: 033-58633 FILM NUMBER: 95529001 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. 33-_____________ ___________________________________________________________________________ ___________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) ____________________________________________ NON-EMPLOYEE DIRECTOR STOCK 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 15,000 $28.875 $433,125.00 $149.35 $0.125 Shares Par Value ____________________________________________________________________ ____________________________________________________________________ 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 solely for purposes of calculating the aggregate offering price and the registration fee and, pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average of the high and low prices of a share of Common Stock on the New York Stock Exchange on April 7, 1995. -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 for the fiscal year ended December 31, 1994; (2) (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 (3) 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. Not Applicable. 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 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 -3- 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). 23 Consent of Arthur Andersen LLP. 24 Powers of Attorney (included on the signature page). 99 Non-employee Director Stock Plan. 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. (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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of -4- 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 April 14, 1995. 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 post-effective amendments, 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 April 5, 1995 H.L. Tower /s/John F. Cauley, Jr. Director April 5, 1995 John F. Cauley, Jr. /s/Janet M. Clarke Director April 6, 1995 Janet M. Clarke /s/Charles W. Elliott Director April 8, 1995 Charles W. Elliott /s/Judith R. Haberkorn Director April 6, 1995 Judith R. Haberkorn /s/Thomas R. Horton Director April 5, 1995 Thomas R. Horton /s/Allan G. Keirstead Director, Executive Vice April 10, 1995 Allan G. Keirstead President, Chief Administrative & Financial Officer and Controller /s/Homer G. Perkins Director April 6, 1995 Homer G. Perkins /s/G. William Seawright Director, President and April 10, 1995 G. William Seawright Chief Executive Officer /s/Anne-Lee Verville Director April 5, 1995 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). 23 Consent of Arthur Andersen LLP. 24 Powers of Attorney (included on the signature page). 99 Non-employee Director Stock Plan. ____________________________ *Incorporated By Reference -7-
EX-23 2 EXHIBIT 23 TO FORM S-8 REGISTRATION STATEMENT EXHIBIT 23 ARTHUR ANDERSEN LLP 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 21, 1995 included in Stanhome Inc.'s Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. /s/Arthur Andersen LLP Hartford, Connecticut April 14, 1995 -8- EX-99 3 EXHIBIT 99 TO FORM S-8 REGISTRATION STATEMENT EXHIBIT 99 STANHOME INC. NON-EMPLOYEE DIRECTOR STOCK PLAN 1. Purpose. 1.1 The Stanhome Inc. Non-Employee Director Stock Plan is intended to increase the proprietary interest of non-employee members of the Board of Directors of Stanhome Inc. by providing further opportunity for ownership of the Company's common stock. By means of such increased proprietary interest, the Plan is intended to enhance their incentive to contribute to the success of the Company's business. 1.2 The Plan is intended to comply with Rule 16b-3 and shall be interpreted in a manner consistent with the requirements thereof, as now or hereafter construed, interpreted and applied by regulations, rulings and cases. In particular, the provisions of Article 4 hereof are intended to comply with the "formula plan" requirements of Rule 16b-3 and such Article shall be construed so as to comply. 2. Definitions. As used in this Plan, the following words and phrases shall have the meanings indicated: (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. (c) "Committee" shall mean the Compensation and Stock Option Committee of the Board. (d) "Company" shall mean Stanhome Inc., a corporation organized under the laws of the Commonwealth of Massachusetts, or any successor corporation. (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases. (f) "Participant" shall mean a non-employee member of the Board. (g) "Plan" shall mean this Stanhome Inc. Non-Employee Director Stock Plan, as amended from time to time. (h) "Plan Year" shall mean the calendar year, except that the first Plan Year shall begin on the day the stockholders of the Company approve the Plan as adopted by the Board and shall end on the next December 31. (i) "Rule 16b-3" shall mean Rule 16b-3, as in effect from time to time, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule. (j) "Shares" shall mean the common stock of the Company, par value $0.125 per share. 3. Number and Kind of Shares. The maximum number of Shares which shall be reserved for the grant of Shares under the Plan shall be fifteen thousand (15,000) Shares, which number shall be subject to adjustment as provided in Article 5 hereof. Such Shares may be either authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company. 4. Grants of Shares. 4.1 Grants. In the case of an individual who is a Participant on the day following the Annual Meeting of the stockholders of the Company during a Plan Year, he or she shall receive a grant of two hundred (200) Shares made on such day for that Plan Year. In the case of an individual who becomes a Participant at any later time during a Plan Year, he or she shall not receive a grant of Shares for that Plan Year in which he or she becomes a Participant. 4.2 Sale Restriction. Notwithstanding any other provisions hereof, no Shares granted hereunder may be sold or otherwise transferred until at least six months after their date of grant. 5. Effect of Certain Changes. In the event of any extraordinary dividend, stock dividend, recapitalization, merger, consolidation, stock split, warrant or rights issuance, or combination or exchange of such stock, or other similar transactions, the number of Shares available for grant shall be equitably adjusted by the Committee to reflect such event and preserve the value of such grants; provided, however, that any fractional Shares resulting from such adjustment shall be eliminated. 6. No Rights to Continuance as Director. Nothing in the Plan or in any grant made pursuant hereto shall confer upon any Participant the right to continue to serve as a member of the Board or to be entitled to any remuneration or benefits not set forth in the Plan. 7. Administration. The Plan shall be administered by the Committee which shall be composed of not less than three directors of the Company elected or to be elected as members of the Committee by the Board. None of the Committee members shall be, during service on the Committee, nor shall have been, during the one year prior to service on the Committee, granted or awarded Shares or options to acquire Shares under any other plan maintained by the Company or any of its affiliates, other than the options pursuant to Section 9 of the Stanhome Inc. 1991 Stock Option Plan, as amended from time to time. Members of the Committee shall be subject to any additional restrictions necessary to satisfy the requirements for disinterested administration under Rule 16b-3. The Committee shall have the authority to make such interpretations and constructions of the Plan as are necessary to administer the Plan in accordance with, and subject to, the Plan's provisions. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by unanimous written consent. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company, the Participant (or any person claiming any rights under the Plan from or through any Participant) and any stockholder of the Company. 8. Amendment and Termination of the Plan. The Board at any time and from time to time may suspend, terminate, modify or amend the Plan; provided, however, that an amendment which requires stockholder approval in order for the Plan to continue to comply with Rule 16b-3 or any other law, regulation or stock exchange requirement shall not be effective unless approved by the requisite vote of stockholders of the Company; and provided, further, that the provisions of Article 4 shall not be amended more than once every six months, other than to comport with changes in the Code (or the rules thereunder) or the Employee Retirement Income Security Act of 1974, as amended (or the rules thereunder). Except as provided in Article 5 hereof, no suspension, termination, modification or amendment of the Plan may adversely affect any grant previously made, unless the written consent of the Participant is obtained. 9. Governing Law. The Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law principles thereof, except to the extent that such law is preempted by federal law. 10. Term. 10.1 The Plan shall take effect upon its adoption by the Board, but the Plan shall be subject to the approval of the holders of a majority of the Shares present, or represented, and entitled to vote at a meeting of stockholders of the Company held in accordance with applicable law, which approval must occur within twelve months of the date the Plan is adopted by the Board. In no event shall any delivery of Shares be made to any Participant or any other person under the Plan until such time as the stockholder approval of the Plan is obtained. 10.2 The Plan shall remain in effect until December 31, 1999, unless sooner terminated by the Board. -----END PRIVACY-ENHANCED MESSAGE-----