-----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, MyzcWMwhbOuyX3rvwj7qO2syn/qF8LJyHj6HqM8eWO5xVY3NwMWYwkhEycxYKXgv L65QGVoy4bnb/rdW5PzHfg== 0000950172-99-000355.txt : 19990402 0000950172-99-000355.hdr.sgml : 19990402 ACCESSION NUMBER: 0000950172-99-000355 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990331 EFFECTIVENESS DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENESCO GROUP 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: 333-75345 FILM NUMBER: 99582291 BUSINESS ADDRESS: STREET 1: 333 WESTERN AVE CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135623631 FORMER COMPANY: FORMER CONFORMED NAME: STANHOME INC DATE OF NAME CHANGE: 19920703 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 ENESCO GROUP, INC. - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-1864170 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 225 Windsor Drive, Itasca, Illinois 60143 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) ENESCO GROUP, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK PLAN - ----------------------------------------------------------------------------- (Full title of the plan) Peter R. Johnson, Secretary Enesco Group, Inc., 225 Windsor Drive, Itasca, Illinois 60143 - ----------------------------------------------------------------------------- (Name and address of agent for service) (630) 875-5300 - ----------------------------------------------------------------------------- (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum offering aggregate Title of securities Amount to be price offering Amount of to be registered registered per share price registration fee ------------------------------------------------------------------------------------------------------- Common Stock, 100,000 shares (1) $17.125 (2) $1,712,500 (2) $476.08 $0.125 Par Value -------------------------------------------------------------------------------------------------------
(1) This registration statement also covers an additional and indeterminate number of shares as may become issuable because of the provisions of the Plan relating to adjustments for changes resulting from stock dividends, stock splits and similar changes. (2) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low sale prices of the Common Stock of the Registrant on The New York Stock Exchange on March 25, 1999. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Enesco Group, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference herein (File No. 0-1349): (1) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998; (2) the description of the Company's Common Stock contained in its (a) Registration Statement 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) Registration Statements 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) Registration Statement on Form 8-A, dated September 9, 1998; and (d) any other registration statement relating to the Company's Common Stock under Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating the description of such class of securities; and (3) the description of the Company's Rights contained in its (a) Registration Statement on Form 8-A, dated September 9, 1998; and (b) any other registration statement relating to the Company's Rights under Section 12 of the Exchange Act, 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 Exchange Act 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. 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 of Massachusetts (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) Renewed Rights Agreement dated as of July 22, 1998 between Enesco Group, Inc. and ChaseMellon Shareholder Services, L.L.C. 23.1 Consent of Arthur Andersen LLP 24 Powers of Attorney (included on the signature page hereof) 99.1(4) Enesco Group, Inc. 1999 Non-Employee Director Stock Plan - ------------ (1) Filed as Exhibit 3(a) to Form 10-Q for Enesco Group, Inc. for the quarter ended March 31, 1998, incorporated by reference herein (File No. 0-1349). (2) Filed as Exhibit 3(b) to Form 10-Q for Enesco Group, Inc. for the quarter ended March 31, 1998, incorporated by reference herein (File No. 0-1349). (3) Filed as Exhibit 4 to Form 8-K for Enesco Group, Inc. on July 23, 1998, incorporated by reference herein (File No. 0-1349). (4) Filed as Exhibit 10(h) to Form 10-K for Enesco Group, Inc. for the year ended December 31, 1998, incorporated by reference herein (File No. 0-1349). 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 end 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 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 Itasca, State of Illinois, on March 29, 1999. ENESCO GROUP, INC. By: /s/ Jeffrey A. Hutsell ---------------------------- Jeffrey A. Hutsell 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 as of March 29, 1999. Each person whose signature appears below hereby authorizes Jeffrey A. Hutsell, Allan G. Keirstead and Peter R. Johnson 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/ John F. Cauley Chairman of the Board and - ---------------------------- Director John F. Cauley /s/ Jeffrey A. Hutsell President, Chief Executive Officer - ---------------------------- and Director (Principal Executive Officer) Jeffrey A. Hutsell /s/ Allan G. Keirstead Executive Vice President, Chief - ---------------------------- Administrative and Financial Officer Allan G. Keirstead and Director (Principal Financial and Accounting Officer) /s/ H. L. Tower Director - ---------------------------- H. L. Tower /s/ Charles W. Elliott Director - ---------------------------- Charles W. Elliott /s/ Eugene Freedman Founding Chairman - ---------------------------- and Director Eugene Freedman /s/ Judith R. Haberkorn Director - ---------------------------- Judith R. Haberkorn /s/ Homer G. Perkins Director - ---------------------------- Homer G. Perkins /s/ Anne-Lee Verville Director - ---------------------------- Anne-Lee Verville EXHIBIT INDEX ENESCO GROUP, INC. Registration Statement on Form S-8 for the Enesco Group, Inc. 1999 Non-Employee Director Stock Plan Exhibit Number Description 4.1(1) Restated Articles of Organization, as amended 4.2(2) By-Laws, as amended 4.3(3) Renewed Rights Agreement dated as of July 22, 1998 between Enesco Group, Inc. and ChaseMellon Shareholder Services, L.L.C. 23.1 Consent of Arthur Andersen LLP 24 Powers of Attorney (included on the signature page hereof) 99.1(4) Enesco Group, Inc. 1999 Non-Employee Director Stock Plan - ------------ (1) Filed as Exhibit 3(a) to Form 10-Q for Enesco Group, Inc. for the quarter ended March 31, 1998, incorporated by reference herein (File No. 0-1349). (2) Filed as Exhibit 3(b) to Form 10-Q for Enesco Group, Inc. for the quarter ended March 31, 1998, incorporated by reference herein (File No. 0-1349). (3) Filed as Exhibit 4 to Form 8-K for Enesco Group, Inc. on July 23, 1998, incorporated by reference herein (File No. 0-1349). (4) Filed as Exhibit 10(h) to Form 10-K for Enesco Group, Inc. for the year ended December 31, 1998, incorporated by reference herein (File No. 0-1349). EX-23 2 EXHIBIT 23.1 - CONSENT Exhibit 23.1 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 18, 1999 incorporated by reference in Enesco Group, Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Chicago, Illinois March 29, 1999 EX-99 3 EXHIBIT 99.1 - STOCK PLAN Exhibit 99.1 ENESCO GROUP, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK PLAN 1. Purposes. The purposes of the Enesco Group, Inc. 1999 Non-Employee Director Stock Plan are (i) to align the interests of the stockholders of Enesco Group, Inc. (the "Company") and non-employee members of the Board by increasing their proprietary interest in the Company's growth and success, (ii) to advance the interests of the Company by attracting and retaining non-employee directors and (iii) to motivate non-employee directors to act in the long-term best interests of the Company's stockholders. 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) "Committee" shall mean the Compensation and Stock Option Committee of the Board. (c) "Company" shall mean Enesco Group, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts, or any successor corporation. (d) "Fair Market Value" shall mean the closing transaction price of a Share as reported in The Wall Street Journal on the New York Stock Exchange Composite Transactions list for the date as of which such value is being determined or, if there shall be no reported transaction for such date or if such date is not a trading day, on the next immediately preceding date for which a transaction was reported or which was a trading day; provided, however, that Fair Market Value may be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate. (e) "Participant" shall mean a non-employee member of the Board. (f) "Plan" shall mean this 1999 Enesco Group, Inc. Non-Employee Director Stock Plan, as amended from time to time. (g) "Plan Year" shall mean the calendar year. (h) "Shares" shall mean the common stock of the Company, par value $0.125 per share. 3. Available Shares. The number of Shares reserved for the grant of Shares under the Plan shall be one hundred thousand (100,000) Shares, subject to adjustment as provided in Article 5 hereof. Such Shares shall be authorized and issued Shares that have been reacquired by the Company. 4. Grants of Shares. An individual who is a Participant on the day following the Annual meeting of the stockholders of the Company during a Plan Year, commencing in 1999, shall receive on such day and for such Plan Year a grant of a number of Shares, increased to the nearest whole share, having an aggregate Fair Market Value equal to the dollar amount designated by the Board from time to time for purposes of this Plan as part of the Board remuneration policy of the Company. an individual who becomes a Participant at any later time during a Plan Year shall receive a prorated grant of Shares for that Plan Year in which he or she becomes a Participant. 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 stock, or other similar transaction, the number and kind of securities available for grant shall be equitably adjusted by the committee to reflect such event. 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, provided, however, that each Participant shall be entitled to fees for meetings attended, in accordance with the Board remuneration policy of the Company. 7. Administration The Plan shall be administered by the Committee which shall be composed of not less than three directors of the Company elected as members of the Committee by the Board. 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 comply with any law, regulation or stock exchange requirement shall not be effective unless approved by the requisite vote of stockholders of the Company. 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. The Plan shall take effect upon its adoption by the Board, and shall remain in effect until terminated by the Board. -----END PRIVACY-ENHANCED MESSAGE-----