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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2001.
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
WEIGHT WATCHERS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 11-6040273
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
-------------------------
175 CROSSWAYS PARK WEST
WOODBURY, NEW YORK 11797-2055
(516) 390-1400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS PRINCIPAL EXECUTIVE OFFICES)
-------------------------
1999 STOCK PURCHASE AND OPTION PLAN OF
WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
(FULL TITLE OF THE PLAN)
-------------------------
ROBERT W. HOLLWEG, ESQ.
WEIGHT WATCHERS INTERNATIONAL, INC.
175 CROSSWAYS PARK WEST
WOODBURY, NEW YORK 11797-2055
(516) 390-1400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------------------------------
WITH A COPY TO:
RISE NORMAN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
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CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED UNIT(a) PRICE(a) REGISTRATION FEE(a)
- ------------------------------------------------------------------------------------------------------------
Common stock, no par value 7,058,040 shares $7.50 $52,968,306 $13,243
- ------------------------------------------------------------------------------------------------------------
Preferred stock purchase
rights(b) -- -- -- --
- ------------------------------------------------------------------------------------------------------------
Total..................... 7,058,040 shares $7.50 $52,968,306 $13,243
============================================================================================================
</Table>
(a) Pursuant to Rule 457 (h)(1) and Rule 457(c) under the Securities Act of
1933, as amended, the proposed maximum aggregate offering price and the
amount of registration fee have been computed as follows: (a) with
respect to 5,763,692 shares of common stock as to which outstanding
options were granted prior to the date of this Registration Statement,
the registration fee is based on the weighted average exercise price
per share of $2.28 and (b) with respect to the balance of 1,294,348
shares being registered, the registration fee is based on a price of
$30.77 per share, which is the average of the high and low prices of
the common stock on the New York Stock Exchange on November 26, 2001
(within 5 business days before the filing date of this Registration
Statement).
(b) The preferred stock purchase rights initially will trade together
with the common stock. The value attributable to the preferred stock
purchase rights, if any, is reflected in the offering price of the
common stock.
PURSUANT TO RULE 429 OF THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION
STATEMENT ALSO RELATES TO REGISTRATION STATEMENT NO. 333-69362.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed in this registration statement.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed in this registration statement.*
- ----------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Act"), and Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that the registrant has filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Act, as
amended (the "Exchange Act"), are hereby incorporated by reference in this
registration statement:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 30, 2000, except with respect to the financial
statements included therein (see registrant's 424(b)
Prospectus filed on November 15, 2001 for the proper
financial statements);
(b) The registrant's 424(b) Prospectus (Registration No.
333-69362) filed on November 15, 2001;
(c) The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001;
(d) The registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001;
(e) The registrant's Quarterly Report on Form 10-Q for the quarter
ended September 29, 2001;
(f) The registrant's Current Report on Form 8-K dated April 18,
2001; and
(g) The description of the registrant's capital stock contained in
Amendment No. 3 to its Registration Statement on Form S-1
(Registration No. 333-69362) filed with the Commission on
November 14, 2001.
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All documents that the registrant has filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement indicating that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not required.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's articles of incorporation provide for the
indemnification of its directors and officers in a variety of circumstances,
which may include indemnification for liabilities under the Securities Act.
Under sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a
Virginia corporation generally is authorized to indemnify its directors and
officers in civil and criminal actions if they acted in good faith and believed
their conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct was
unlawful. The registrant's articles of incorporation require indemnification of
directors and officers with respect to certain liabilities and expenses imposed
upon them by reason of having been a director or officer, except in the case of
willful misconduct or a knowing violation of criminal law. The registrant also
carries insurance on behalf of its directors, officers, employees or agents that
may cover liabilities under the Securities Act. In addition, the Virginia Stock
Corporation Act and the registrant's articles of incorporation eliminate the
liability for monetary damages of a director officer in a shareholder or
derivative proceeding. This elimination of liability will not apply in the event
of willful misconduct or a knowing violation of criminal law or any federal or
state securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the
Virginia Stock Corporation Act are incorporated into this paragraph by
reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
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ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION
4.1 1999 Stock Purchase and Option Plan of Weight Watchers International,
Inc. and Subsidiaries (Incorporated by reference to Exhibit 10.19 of
the registrant's Annual Report on Form 10-K for the fiscal year
ended April 29, 2000).
4.2 Form of Amended and Restated Articles of Incorporation of the
registrant (Incorporated by reference to Exhibit 3.1 of the
registrant's Form S-1 Registration Statement No. 333-69362).
4.3 Form of Amended and Restated Bylaws of the registrant (Incorporated by
reference to Exhibit 3.2 of the registrant's Form S-1 Registration
Statement No. 333-69362).
4.4 Form of Rights Agreement between the registrant and EquiServe Trust
Company, N.A. (Incorporated by reference to Exhibit 4.5 of the
registrant's Form S-1 Registration Statement No. 333-69362).
4.5 Specimen of stock certificate representing the registrant's common
stock, no par value (Incorporated by reference to Exhibit 4.6 of the
registrant's Form S-1 Registration Statement No. 333-69362).
5.1 Opinion of Hunton & Williams.
23.1 Consent of Hunton & Williams (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants,
relating to the registrant's financial statements.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants,
relating to financial statements of Weighco Enterprises, Inc. and
Subsidiaries.
24 Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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(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
Act;
(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 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; and
(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 in the
registration statement;
(2) That, for the purpose of determining any liability under the Act,
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 hereby which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the Articles of Incorporation of the
registrant and the provisions of Virginia law described under Item 6 above, the
registrant has been advised that in the opinion of the 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.
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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 have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Woodbury, and State of New York on the 28th day
of November, 2001.
WEIGHT WATCHERS INTERNATIONAL, INC.
(Registrant)
By: /s/ Linda Huett
--------------------------------------
Name: Linda Huett
Title: President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Sacha Lainovic, Christopher
Sobecki and Robert Hollweg or any of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, in connection with this
registration statement, to sign any and all amendments or supplements to the
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and does hereby grant unto said
attorneys-in-fact and agents, and each of them, 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
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 on the 28th day of November, 2001.
SIGNATURE TITLE
--------- -----
/s/ Linda Huett
- ------------------------------ President, Chief Executive Officer and Director
Linda Huett (PRINCIPAL EXECUTIVE OFFICER)
/s/ Thomas Kiritsis
- ------------------------------ Vice President and Chief Financial Officer
Thomas Kiritsis (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
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/s/ Raymond Debbane
- ------------------------------ Chairman of the Board of Directors
Raymond Debbane
/s/ Sacha Lainovic
- ------------------------------ Director
Sacha Lainovic
/s/ Christopher J. Sobecki
- ------------------------------ Director
Christopher J. Sobecki
/s/ Jonas M. Fajgenbaum
- ------------------------------ Director
Jonas M. Fajgenbaum
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