<Page>
As filed with the Securities and Exchange Commission on August 13, 2002
Registration No. 33-91954
Registration No. 333-50011
Registration No. 333-92557
Registration No. 333-91144
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NOS. 1, 2, 3 AND 4
TO FORM S-8 REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
-----------------
BLYTH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2984916
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
ONE EAST WEAVER STREET
GREENWICH, CONNECTICUT 06831
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
AMENDED AND RESTATED 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
ROBERT B. GOERGEN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
BLYTH, INC.
ONE EAST WEAVER STREET
GREENWICH, CONNECTICUT 06831
(203) 661-1926
(Name, address and telephone number, including area code, of agent for service)
---------------
Copies to:
BRUCE D. KREIGER, ESQ. HAROLD B. FINN III, ESQ.
BLYTH, INC. FINN DIXON & HERLING LLP
ONE EAST WEAVER STREET ONE LANDMARK SQUARE
GREENWICH, CONNECTICUT 06831 STAMFORD, CONNECTICUT 06901
<Table>
<Caption>
==========================================================================================================
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount Offering Aggregate Amount of
to be Registered to be Registered Price Per Share Offering Price Registration Fee(1)
- ----------------------------------------------------------------------------------------------------------
N/A 0 $0.00 $0.00 $0.00
==========================================================================================================
</Table>
(1) No fee is due as no securities are being registered hereby.
<Page>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8, Post-Effective Amendment No. 2 to Registration Statement on Form S-8,
Post-Effective Amendment No. 3 to Registration Statement on Form S-8 and
Post-Effective Amendment No. 4 to Registration Statement on Form S-8 is intended
to deregister 1,000,000 of the 3,550,000 shares of the Common Stock of the
Company, $0.02 par value per share (the "Common Stock") that were previously
registered on Form S-8 (No. 333-91144), which became effective on June 25, 2002
and to make appropriate changes to the reoffer prospectus contained therein.
The materials constituting the reoffer prospectus have been prepared
pursuant to Part I of Form S-3, in accordance with General Instruction C to Form
S-8.
<Page>
REOFFER PROSPECTUS
UP TO 5,550,000 SHARES
BLYTH, INC.
COMMON STOCK
This Prospectus relates to the resale of up to 5,550,000 shares of
Common Stock, $0.02 par value ("Common Stock"), of Blyth, Inc. (the "Company",
"Blyth" or "we" or "us") which may in the future be issued pursuant to the
exercise of options awarded to date, and which in the future may be awarded,
under the Company's Amended and Restated 1994 Employee Stock Option Plan (as
amended, the "Employee Plan") and Blyth's Amended and Restated 1994 Stock Option
Plan for Non-Employee Directors (as amended, the "Directors Plan" and, together
with the Employee Plan, the "Plans") to, and which may be offered for resale
from time to time by, certain employees and directors of Blyth and its
subsidiaries named in Annex I hereto (the "Selling Stockholders"). See "Selling
Stockholders."
Blyth will not receive any of the proceeds from the sale of the Common
Stock offered hereby (hereinafter, the "Securities"). Blyth will pay all of the
expenses associated with the registration of the Securities and this Prospectus.
The Selling Stockholders will pay the other costs, if any, associated with any
sale of the Securities. The Selling Stockholders and any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities Act.
The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "BTH." On August 9, 2002, the last reported sales price of the
Common Stock on the NYSE was $29.48 per share. Our principal offices are located
at One East Weaver Street, Greenwich, Connecticut, 06831-5118 and our telephone
number is (203) 661-1926.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
AUGUST 13, 2002
<Page>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (which is referred
to herein as the "SEC"). You may read and copy any of these documents at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's Internet website at http://www.sec.gov. The SEC allows us to
incorporate by reference the information we file with them, which means that we
can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of
this Prospectus, and later information that we file with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, until the sale of all of the Securities is complete:
o Our Annual Report on Form 10-K for the year ended January 31, 2002,
including portions of our Proxy Statement dated May 1, 2002 relating to
our 2002 Annual Meeting of Stockholders, which are incorporated therein
by reference.
o Our Proxy Statement dated May 1, 2002.
o Our Quarterly Report on Form 10-Q for the fiscal quarter ended April
30, 2002.
o The description of our Common Stock which is contained in the
registration statement on Form 8-A filed by us on April 19, 1994.
o Our Current Reports on Form 8-K filed on March 15, 2002, April 9, 2002,
April 19, 2002, May 15, 2002, June 7, 2002 and June 21, 2002.
You may receive a copy of any of these filings, at no cost, by writing
or calling Blyth, Inc., Investor Relations, One East Weaver Street, Greenwich,
Connecticut, 06831-5118, telephone number (203) 661-1926.
We have filed with the SEC Registration Statements to register the
Securities under the Securities Act. This Prospectus is part of those
Registration Statements, but omits certain information contained in the
Registration Statements as permitted by SEC rules. You may obtain copies of the
Registration Statements, including exhibits, as noted in the first paragraph
above.
FORWARD-LOOKING STATEMENTS
Certain statements under the heading "Summary Information About Blyth"
in this Prospectus, as well as certain information incorporated by reference as
described under the heading "Where You Can Find More Information," constitute
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995.
Forward-looking statements give our current expectations or forecasts
of future events. You can usually identify these statements by the fact that
they do not relate strictly to historical or current facts. They often use words
such as "anticipate", "estimate", "project", "intend", "plan", "believe" and
other words and terms of similar meaning in connection with any discussion of
future operating or financial performance. In particular, these include
statements relating to future actions, prospective products or
2
<Page>
product approvals, future performance or results of current and anticipated
products, sales efforts, expenses, the outcome of contingencies such as legal
proceedings, and future financial results.
Any or all of our forward-looking statements in this Prospectus and
information incorporated by reference may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties. Many factors mentioned in this discussion-- for example,
product competition and the competitive environment-- will be important in
determining future results. Consequently, no forward-looking statement can be
guaranteed. Actual future results may vary materially.
The following are some of the factors that we think could cause our
actual results to differ materially from expected and historical results:
o Our ability to maintain our present growth rate,
o Our ability to respond to increased product demand,
o Risks associated with international sales and foreign sourcing of
products,
o Our dependence on key management personnel,
o Competition, and
o Other factors discussed in our filings with the SEC.
Factors other than those listed here could also adversely affect the
Company.
SUMMARY INFORMATION ABOUT BLYTH
We design, manufacture, market and distribute an extensive line of
candles and home fragrance products, seasonal decorative and home decor
products, and foodservice products. We are also a producer of portable heating
fuel, tabletop illumination products and other institutional products sold under
various brand names, which we sell through independent sales representatives and
distributors. We have operations within and outside the United States and we
sell our products worldwide. A more detailed description of our business is
contained in our Annual Report on Form 10-K for the year ended January 31, 2002,
which we have incorporated in this Prospectus by reference.
SELLING STOCKHOLDERS
The table attached as Annex I hereto sets forth, as of the date of this
Prospectus or a subsequent date if amended or supplemented: (a) the name of each
Selling Stockholder and his or her relationship to the Company during the past
three years; (b) the number of shares of Common Stock that each Selling
Stockholder beneficially owns (assuming that all options to acquire shares are
exercisable within 60 days, although certain options actually vest over a period
of time); (c) the number of Securities offered pursuant to this Prospectus by
each Selling Stockholder (assuming that all options are fully exercisable); and
(d) the amount and percentage of the Common Stock outstanding to be held by such
Selling Stockholder after completion of the sale of the Securities offered
pursuant to this Prospectus. The information contained in Annex I may be amended
or supplemented from time to time.
3
<Page>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.
PLAN OF DISTRIBUTION
The Securities may be offered and sold from time to time by the Selling
Stockholders. The Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. Sales may be
made on the New York Stock Exchange or in private transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
from time to time enter into short sales and use the Securities to cover such
short positions. The Selling Stockholders and any persons who participate in the
distribution of the Securities may be deemed to be underwriters within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by them and any discounts, commissions or concessions provided pursuant
to the sale of Securities by them might be deemed to be underwriting discounts
and commissions under the Securities Act. In addition, any Securities covered by
this Prospectus which qualify for resale pursuant to Rule 144 promulgated under
the Securities Act may be resold pursuant to Rule 144 rather than pursuant to
this Prospectus. There is no assurance that any of the Selling Stockholders will
offer for sale or sell any or all of the Securities covered by this Prospectus.
LEGAL COUNSEL
Finn Dixon & Herling LLP, Stamford, Connecticut, as our counsel, has
issued an opinion as to the legality of the Securities. As of the date hereof,
certain attorneys who are partners of, or employed by, Finn Dixon & Herling LLP,
and who have provided advice with respect to the offer and sale of the
Securities, beneficially own an aggregate of 10,975 shares of Common Stock.
EXPERTS
The audited consolidated financial statements and schedule of the
Company and its subsidiaries, incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended January 31,
2002, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
INDEMNIFICATION
LIMITATION OF DIRECTORS' LIABILITY
The Delaware General Corporation Law ("DGCL") provides that a
corporation's certificate of incorporation may include a provision limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. However, no such
provision can eliminate or limit the liability of a director (i) for any breach
of fiduciary duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of the law, (iii) under Section 174 of the DGCL, which relates
to liability for unlawful payments of dividends or unlawful stock repurchases or
redemptions, (iv) for any transactions from which the director derived an
improper personal benefit, or (v) for any act or omission prior to the adoption
of such provision in the certificate of incorporation. The Company's Restated
Certificate of Incorporation contains a provision eliminating the personal
liability for money damages of its directors to the full extent permitted under
the DGCL.
4
<Page>
INDEMNIFICATION AND INSURANCE
The DGCL contains provisions setting forth conditions under which a
corporation may indemnify its directors and officers. The Company's Restated
Certificate of Incorporation and Restated By-Laws provide that a director or
officer who is a party to any action, suit, or proceeding shall be entitled to
be indemnified by the Company to the extent permitted by the DGCL against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred by such director or officer in connection with such action,
suit or proceeding. The Company maintains a standard form of officers' and
directors' liability insurance policy which provides coverage to the officers
and directors of the Company for certain liabilities.
AGREEMENTS
We have entered into indemnity agreements with directors which obligate
us to indemnify them to the fullest extent permitted by the DGCL.
5
<Page>
ANNEX I
SELLING STOCKHOLDERS
Set forth below is: (a) the name of each Selling Stockholder and his or her
relationship to Blyth during the past three years; (b) the number of shares of
Common Stock that each Selling Stockholder beneficially owns (assuming that all
options to acquire shares are exercisable within 60 days, although certain
options actually vest over a period of time); (c) the number of Securities
offered pursuant to this Prospectus by each Selling Stockholder (assuming that
all options are fully exercisable); and (d) the amount and percentage of the
Common Stock outstanding to be held by such Selling Stockholder after completion
of the sale of Securities offered pursuant to this Prospectus. Notwithstanding
their inclusion in this Annex I, all of the Selling Stockholders expressly
disclaim that they are affiliates of Blyth. The Selling Stockholders are listed
herein, whether or not they have a present intent to resell.
<Table>
<Caption>
No. of No. of
Shares Shares Percentage
Relationships to Beneficially No. of Shares Owned After Ownership
Name of Beneficial Owner the Company Owned Offered Hereby Offering After the Offering
- ------------------------ ----------- ----- -------------- -------- ------------------
Roger A. Anderson (1) Director 382,458 15,500 366,958 *
John W. Burkhart (2) Director 602,804 15,500 587,304 1.27%
Pamela M. Goergen (3) Director 11,936,379 15,500 11,920,879 25.7%
Neal I. Goldman Director 95,500 15,500 80,000 *
Philip Greer Director 12,040 10,000 2,040 *
Carol Hochman Director 10,000 10,000 0 0
John E. Preschlack (4) Director 173,510 15,500 158,010 *
Frederick H. Stephens, Jr. Director 12,600 9,000 3,600 *
Howard E. Rose Director; previously 91,787 5,000 86,787 *
Vice Chairman
Robert H. Barghaus Vice President and 60,000 60,000 0 0
Chief Financial Officer;
previously Vice
President of Financial
Planning
Richard T. Browning (5) Vice President and 141,300 140,000 1,300 *
President of Candle
Corporation
Worldwide, Inc.;
previously Chief
Financial Officer
6
<Page>
Bruce G. Crain (6) Senior Vice President; 162,331 160,000 2,331 *
President of Wholesale
Home Fragrance Group
(previously President and
Vice President of Global
Services Group)
Frank P. Mineo (7) Senior Vice President; 134,804 123,000 11,804 *
President of PartyLite
Worldwide, Inc.;
previously Executive
Vice President of
PartyLite Gifts, Inc.
</Table>
- ---------------------
*Represents less than 1%.
(1) All share amounts (other than "No. of shares offered hereby") include
366,958 shares held by Galena Partners, Ltd., a limited partnership of
which Mr. Anderson is a managing general partner. Mr. Anderson
disclaims beneficial ownership of the shares held by Galena Partners,
Ltd.
(2) All share amounts (other than "No. of shares offered hereby") include
49,188 shares held of record by Breezy Hill Enterprises, Inc. Pension
Plan, of which Mr. Burkhart is trustee, 120,012 shares held of record
by Breezy Hill Money Purchase Plan, of which Mr. Burkhart is trustee
20,100 shares held by Breezy Hill Enterprises, Inc., of which Mr.
Burkhart is Chairman and 276,564 shares held by Mr. Burkhart's spouse.
Mr. Burkhart disclaims beneficial ownership of the shares held by his
spouse.
(3) All share amounts (other than "No. of shares offered hereby") include
11,516,499 shares held by Robert B. Goergen, Mrs. Goergen's spouse.
Mrs. Goergen disclaims beneficial ownership of the shares held by her
spouse, Robert B. Goergen.
(4) All share amounts (other than "No. of shares offered hereby") include
17,000 shares held by Jaclyn Holdings, L.P., a limited partnership of
which Mr. Preschlack is a general partner. Mr. Preschlack disclaims
beneficial ownership of the shares held by Jaclyn Holdings, L.P.
(5) All share amounts (other than "No. of shares offered hereby") include
300 shares held by Mr. Browning's spouse. Mr. Browning disclaims
beneficial ownership of the shares held by his spouse.
(6) All share amounts (other than "No. of shares offered hereby") include
1,000 shares held by a trust for the benefit of Anita G. Crain, of
which Mr. Crain is a trustee and 331 shares acquired by Mr. Crain
through Blyth's 401(k) plan. Mr. Crain disclaims beneficial ownership
of the shares held by the trust.
(7) All share amounts (other than "No. of shares offered hereby") include
10,548 shares held jointly by Mr. Mineo and his wife and 755 shares
acquired by Mr. Mineo through Blyth's 401(k) plan.
7
<Page>
- --------------------------------------------------------------------------------
UP TO 5,550,000 SHARES
BLYTH, INC.
COMMON STOCK
-------
REOFFER PROSPECTUS
--------
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION............................................2
FORWARD-LOOKING STATEMENTS.....................................................2
SUMMARY INFORMATION ABOUT BLYTH................................................3
SELLING STOCKHOLDERS...........................................................3
USE OF PROCEEDS................................................................4
PLAN OF DISTRIBUTION...........................................................4
LEGAL COUNSEL..................................................................4
EXPERTS........................................................................4
INDEMNIFICATION................................................................4
ANNEX I - SELLING STOCKHOLDERS.................................................6
----------------
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS CONCERNING THE OFFERING OF THE SECURITIES EXCEPT THAT WHICH IS
IN THE PROSPECTUS, OR WHICH IS REFERRED TO UNDER THE HEADING "WHERE YOU CAN FIND
MORE INFORMATION" IN THE PROSPECTUS. IF ANYONE GIVES OR MAKES ANY OTHER
INFORMATION OR REPRESENTATION, YOU SHOULD NOT RELY ON IT. THE PROSPECTUS IS NOT
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES WHICH ARE REFERRED TO IN THE PROSPECTUS. THE PROSPECTUS IS NOT AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SECURITIES IN ANY
CIRCUMSTANCES IN WHICH THE OFFER OR SOLICITATION IS UNLAWFUL. YOU SHOULD NOT
INTERPRET THE DELIVERY OF THE PROSPECTUS, OR ANY SALE OF SECURITIES, AS AN
INDICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THE
PROSPECTUS. YOU SHOULD ALSO BE AWARE THAT INFORMATION IN THE PROSPECTUS MAY
CHANGE AFTER THIS DATE.
---------------
AUGUST 13, 2002
---------------------------------------------------------------------
<Page>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Company's Annual Report on Form 10-K for the year
ended January 31, 2002, including portions of the Company's Proxy
Statement dated May 1, 2002 relating to the Company's 2002 Annual
Meeting of Stockholders, which are incorporated therein by reference.
(b) The Company's Proxy Statement dated May 1, 2002.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2002.
(d) The description of the Common Stock of the Company which
is contained in the registration statement on Form 8-A filed by the
Company on April 19, 1994.
(e) The Company's Current Reports on Form 8-K filed on March
15, 2002, April 9, 2002, April 19, 2002, May 15, 2002, June 7, 2002 and
June 21, 2002.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, on or after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered 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 part hereof from the date of filing of such reports or documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Reference is made to the information contained in the Reoffer
Prospectus included in Part I of this Registration Statement under the heading
"Legal Counsel."
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 102(b)(7) of the Delaware Corporation Law (the
"DGCL"), Article VI of the Registrant's Restated Certificate of Incorporation
(the "Certificate of Incorporation") (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-77458)) eliminates the liability of
the Registrant's directors to the Registrant or its stockholders for monetary
damages, except for liabilities related to breach of duty of loyalty, actions
not in good faith and certain other liabilities.
Section 145 of the DGCL provides for indemnification by the Registrant
of its directors and officers. In addition, Article IX, Section 1 of the
Registrant's Restated By-Laws (the "By-Laws") (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-77458)) requires the
Registrant to indemnify any current or former director or officer to the fullest
extent permitted by the DGCL. In addition, the Registrant has entered into
II-1
<Page>
indemnity agreements with its directors (a form of which is filed as Exhibit
10.15 to the Registrant's Registration Statement on Form S-1 (No. 33-77458)),
which obligate the Registrant to indemnify such directors to the fullest extent
permitted by the DGCL.
The Registrant maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries insuring such
persons against liabilities, including liabilities under the securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO.
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form S-1 (No.
33-77458)).
3.2 Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1 No. 33-77458)).
4.1 Amended and Restated 1994 Employee Stock Option Plan of
the Company (incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K filed April 17,
2000).
4.2 Form of Nontransferable Incentive Stock Option Agreement
under the Amended and Restated 1994 Employee Stock Option
Plan of the Company (incorporated by reference to Exhibit
4.2 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended July 31, 1996).
4.3 Form of Nontransferable Non-Qualified Stock Option
Agreement under the Amended and Restated 1994 Employee
Stock Option Plan of the Company (incorporated by
reference to Exhibit 4.3 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 31,
1996).
4.4 Amended and Restated 1994 Stock Option Plan for
Non-Employee Directors of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Current Report
on Form 8-K filed April 19, 2002).
4.5 Form of Stock Option Agreement under the 1994 Stock
Option Plan for Non-Employee Directors of the Company
(incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement on Form S-1 (No.
33-77458)).
5.1* Opinion of Finn Dixon & Herling LLP as to legality of
securities being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Finn Dixon & Herling LLP (contained in Exhibit
5.1 hereto).
24.1** Power of Attorney (included on the signature pages).
- -------------------------
*Filed herewith.
**Previously filed.
II-2
<Page>
ITEM 9. UNDERTAKINGS.
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 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.
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 DGCL, the Certificate of Incorporation and
By-Laws, 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 such Securities Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
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 such
Securities Act and will be governed by the final adjudication of such issue.
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; 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; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if 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 SEC by the
Registrant under Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this 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.
II-3
<Page>
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
Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Post-Effective Amendment No. 2 to Registration Statement on Form S-8 , Post
Effective Amendment No. 3 to Registration Statement on Form S-8 and
Post-Effective Amendment No. 4 to Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Greenwich, State of Connecticut, on this 13th day of August, 2002.
BLYTH, INC.
By: /s/ Robert B. Goergen
--------------------------------
Robert B. Goergen,
Chairman of the Board, Chief
Executive Officer and President
II-4
<Page>
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Post-Effective Amendment No. 2 to Registration Statement on Form S-8, Post
Effective Amendment No. 3 to Registration Statement on Form S-8 and
Post-Effective Amendment No. 4 to Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the dates indicated.
<Table>
<Caption>
Signature Title Date
--------- ----- ----
/s/ Robert B. Goergen Chairman, Chief Executive Officer and President;
- --------------------- Director (Principal Executive Officer) August 13, 2002
Robert B. Goergen
/s/ Robert H. Barghaus Vice President and Chief Financial Officer
- ---------------------- (Principal Financial and Accounting Officer) August 13, 2002
Robert H. Barghaus
/s/ Roger A. Anderson*
- ----------------------
Roger A. Anderson Director August 13, 2002
/s/ John W. Burkhart*
- ---------------------
John W. Burkhart Director August 13, 2002
/s/ Pamela M. Goergen*
- ----------------------
Pamela M. Goergen Director August 13, 2002
/s/ Neal I. Goldman*
- --------------------
Neal I. Goldman Director August 13, 2002
/s/ Philip Greer*
- -----------------
Philip Greer Director August 13, 2002
/s/ Carol Hochman*
- ------------------
Carol Hochman Director August 13, 2002
/s/ John E. Preschlack*
- -----------------------
John E. Preschlack Director August 13, 2002
/s/ Howard E. Rose*
- -------------------
Howard E. Rose Director August 13, 2002
* By: /s/ Bruce D. Kreiger
--------------------
Bruce D. Kreiger
- --------------------------
Attorney-in-fact
</Table>
II-5
<Page>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (No. 33-77458)).
3.2 Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form S-1
(No. 33-77458)).
4.1 Amended and Restated 1994 Employee Stock Option Plan
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K filed April 17, 2000.
4.2 Form of Nontransferable Incentive Stock Option Agreement under
the Amended and Restated 1994 Employee Stock Option Plan of the
Company (incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 1996).
4.3 Form of Nontransferable Non-Qualified Stock Option Agreement
under the Amended and Restated 1994 Employee Stock Option Plan
of the Company (incorporated by reference to Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 1996).
4.4 Amended and Restated 1994 Stock Option Plan for Non-Employee
Directors of the Company (incorporated by reference to Exhibit
4.1 to the Company's Current Report on Form 8-K filed April 19,
2002).
4.5 Form of Stock Option Agreement under the 1994 Stock Option Plan
for Non-Employee Directors of the Company (incorporated by
reference to Exhibit 4.5 to the Company's Registration Statement
on Form S-1 (No. 33-77458)).
5.1* Opinion of Finn Dixon & Herling LLP as to legality of securities
being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Finn Dixon & Herling LLP (contained in Exhibit 5.1
hereto).
24.1** Power of Attorney (included on the signature pages).
- -------------------
*Filed herewith
**Previously filed