-----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, Bjc6Gijl0l9pnxH7/nXhcm/dLm1R5vBD3P6voCwWZz7tqFRHV8uyG4FSGZzrDgjM Wjl+w/awFsvredzweJ46jg== 0000950172-98-000299.txt : 19980401 0000950172-98-000299.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950172-98-000299 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980331 EFFECTIVENESS DATE: 19980331 SROS: NYSE SROS: PCX 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: SEC FILE NUMBER: 333-48957 FILM NUMBER: 98581892 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 S-8 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 -------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 04-1864170 -------------------------------------------------------------- (I.R.S. Employer Identification No.) 333 Western Avenue, Westfield, Massachusetts 01085 -------------------------------------------------------------- (Address of Principal Executive Officer) (Zip Code) 1997 PRESIDENT AND CHIEF EXECUTIVE OFFICER STOCK OPTION PLAN -------------------------------------------------------------- (Full Title of 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
Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Aggregate Offering Registration be Registered Registered Per Share Price Fee - ------------- ------------ ---------------- ------------------ ------------ Common Stock, 100,000 $27.3125 $2,731,250 (1) $805.72 $0.125 Par Value shares
- -------------- (1) As set forth in Rule 457(h)(1) under the Securities Act of 1933, as amended (the "Securities Act"), based on the price at which the options may be exercised. 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) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; and (2) 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 Registrations 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. 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 shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof 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 and Secretary. Currently, Mr. Wyatt directly owns 11,759 shares of the Company's Common Stock of record, has indirect beneficial ownership of approximately 7,290 shares of the Company's Common Stock owned of record by his spouse and by trustees under Company-sponsored employee benefit plans and has been granted options to acquire an additional 68,700 shares of such stock by the Company's Compensation and Stock Option Committee at prices ranging from $27.00 per share to $35.50 per share, 55,950 of which are exercisable as of the date hereof. 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 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. Exhibit Number Description - ------- ----------- 4.1(1) Restated Articles of Organization, as amended 4.2(2) By-Laws, as amended 4.3(3) Rights Agreement dated as of September 7, 1988 between Stanhome Inc. and The Connecticut Bank and Trust Company, N.A., as amended 5 Opinion of Bruce H. Wyatt, Esq. 23.1 Consent of Bruce H. Wyatt, Esq. (included in his opinion filed as Exhibit 5 hereto) 23.2 Consent of Arthur Andersen LLP 24 Powers of Attorney (included on the signature page hereof) - ------------- 1 Filed as Exhibit 3 to Form 10-Q for Stanhome Inc. for the quarter ended March 31, 1988, incorporated by reference herein 2 Filed as Exhibit 3(ii) to Form 10-Q for Stanhome Inc. for the quarter ended March 31, 1994, incorporated by reference herein 3 Filed as Exhibit 4(a) to Form 10-Q for Stanhome Inc. for the quarter ended September 30, 1988 and Exhibit 1 to Form 8-K filed with the Securities and Exchange Commission on October 1, 1990, incorporated by reference herein 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; (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 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 set forth in the registration statement; provided, however, that paragraphs (1)(i) and (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 Section 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. 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 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 1934) that is incorporated by reference in this 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. 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 provisions described under Item 6 above, 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 March 31, 1998. STANHOME INC. By: /s/ H.L. Tower -------------------------------- H.L. Tower Chairman of the Board, President 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 March 31, 1998. Each person whose signature appears below hereby authorizes H.L. Tower, Allan G. Keirstead and Bruce H. Wyatt and each of them, with full power of substitution, to execute in the name and on behalf of such person any amendment (including any post-effective amendment) to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the person(s) so acting deems appropriate, and appoints each of such persons, each with full power of substitution, attorney-in-fact to sign any amendment (including any post-effective amendment) to this Registration Statement and to file same, with exhibits thereto, and other documents in connection therewith. Signature Title --------- ----- /s/ H. L. Tower Chairman of the Board, President, - ----------------------------- Chief Executive Officer and Director H. L. Tower (Principal Executive Officer) /s/ Allan G. Keirstead Vice Chairman, Executive Vice President, - ----------------------------- Chief Administrative and Financial Allan G. Keirstead Officer and Director (Principal Financial and Accounting Officer) /s/ John F. Cauley Director - ----------------------------- John F. Cauley /s/ Charles W. Elliott Director - ----------------------------- Charles W. Elliott /s/ Eugene Freedman Vice Chairman, Executive Vice President - ----------------------------- and Director Eugene Freedman /s/ Judith R. Haberkorn Director - ----------------------------- Judith R. Haberkorn /s/ Thomas R. Horton Director - ----------------------------- Thomas R. Horton /s/ Jeffrey A. Hutsell Vice President and Director - ----------------------------- Jeffrey A. Hutsell /s/ Homer G. Perkins Director - ----------------------------- Homer G. Perkins /s/ Anne-Lee Verville Director - ----------------------------- Anne-Lee Verville EXHIBIT INDEX STANHOME INC. Registration Statement on Form S-8 for the 1997 President and Chief Executive Officer Stock Option Plan Exhibit Number Description Page No. - ------- ----------- -------- 4.1 Restated Articles of Organization, as amended -- 4.2 By-Laws, as amended -- 4.3 Rights Agreement, as amended -- 5 Opinion of Bruce H. Wyatt, Esq. 23.1 Consent of Bruce H. Wyatt, Esq. (included -- in his opinion filed as Exhibit 5 hereto) 23.2 Consent of Arthur Andersen LLP 24 Power of Attorney (included on the -- signature page hereof) EX-5 2 EXHIBIT 5 Exhibit 5 March 30, 1998 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 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 March 30, 1998 (the "Registration Statement") for the purpose of registering with the Commission under the Securities Act of 1933, as amended (the "1933 Act"), 100,000 shares (the "Shares") of common stock of the Company, par value $.125 per share, issuable upon the exercise of options granted under the 1997 President and Chief Executive Officer 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. 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 than the substantive law of the Commonwealth of Massachusetts. Based upon and subject to 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. 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 EX-23 3 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 23, 1998 included in Stanhome Inc.'s Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Hartford, Connecticut March 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----