As filed with the Securities and Exchange Commission on August 30, 1996.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 74-2692550
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6827 MARKET AVENUE
EL PASO, TEXAS 79915
(Address, including Zip Code,
of Principal Executive Offices)
HELEN OF TROY LIMITED
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
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HELEN OF TROY LIMITED
6827 MARKET AVENUE
EL PASO, TEXAS 79915
(915) 779-6363
(Name, address, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 4500
Dallas, Texas 75201
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered (1) registered share(2) price (2) registration fee
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Common Stock,
$.10 par value 240,000 Shares $13.9375 $3,345,000.00 $1,154.00
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(1) Shares of common stock of Helen of Troy Limited (the "Company"), $.10 par
value per share (the "Common Stock"), being registered hereby relate to the
Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan (the
"1995 Director Plan"). Pursuant to Rule 416 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), there are also
being registered such additional shares of Common Stock as may become
issuable pursuant to the anti-dilution provisions of the 1995 Director
Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low sale prices of the Common Stock on
August 27, 1996, as reported on the Nasdaq National Market System.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are hereby incorporated
by reference into this Registration Statement. All 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 (the "Exchange Act"), prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended February 29, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 31, 1996; and
(c) The Company's description of its Common Stock, which is contained
in its registration statement filed under the Exchange Act
(Registration No. 0-23312), including any amendments or reports
filed for the purpose of updating such descriptions.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 98 of the Companies Act of 1981 of Bermuda (as amended, the
"Act") provides generally that a Bermudian company may indemnify its directors,
officers and auditors against any liability which by virtue of Bermudian law
otherwise would be imposed on them, except in cases where such liability arises
from the fraud or dishonesty of which such officer, director or auditor may be
guilty in relation to the Company. Section 98 further provides that a Bermudian
company may indemnify its directors, officers, and auditors against any
liability incurred against them in defending any proceedings, whether civil or
criminal, in which judgment is awarded in their favor or they are acquitted or
granted relief by the Supreme Court of Bermuda in certain proceedings arising
under Section 281 of the Act.
The Company has adopted provisions in its Memorandum of Association
and Bye-Laws that provide that the Company shall indemnify its officers and
directors to the maximum extent permitted under the Act. The Company has also
entered into indemnity agreements with each of its directors and officers to
provide them with the maximum indemnification allowed under its Memorandum of
Association, Bye-Laws and the Act.
The Act also permits a company to purchase and maintain insurance
for the benefit of its officers and directors covering certain liabilities. The
Company intends to maintain a policy of officers' and directors' liability
insurance for the benefit of such persons.
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The preceding discussion of the Company's Memorandum of Association,
Bye-Laws, the Act and the Indemnity Agreements is not intended to be exhaustive
and is qualified in its entirety by the Memorandum of Association, Bye-Laws, the
Act and the Indemnity Agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
Exhibit No. Description
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4.1 Memorandum of Association of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 filed with the Securities
and Exchange Commission on December 30, 1993 (Registration
No. 33-73594)).
4.2 Bye-Laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form
S-4 filed with the Securities and Exchange Commission on
December 30, 1993 (Registration No. 33-73594)).
4.3 Helen of Troy Limited 1995 Non-Employee Director Stock
Option Plan.*
5 Opinion of Conyers, Dill & Pearman.*
23.1 Consent of Conyers, Dill & Pearman (See Exhibit 5).*
23.2 Consent of KPMG Peat Marwick LLP.*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
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* filed herewith
ITEM 9. UNDERTAKINGS.
(a) 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;
(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
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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 a 20% 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 in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities 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 which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities 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, 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 El Paso, State of Texas, on August 29, 1996.
HELEN OF TROY LIMITED
By: /s/ Gerald J. Rubin
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Gerald J. Rubin
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Gerald J. Rubin
to file one or more amendments (including post-effective amendments) to this
Registration Statement, which amendments may make such changes in this
Registration Statement as each of them deems appropriate, and each such person
hereby appoints Gerald J. Rubin as attorney-in-fact to execute in the name and
on behalf of the Company and any such person, individually and in each capacity
stated below, any such amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
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/s/ Gerald J. Rubin Chairman, Chief Executive Officer August 29, 1996
- ---------------------------- and Director
GERALD J. RUBIN
Deputy Chairman,President, Chief August 29, 1996
/s/ Aaron M. Shenkman Operating Officer and Director
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AARON M. SHENKMAN
Senior Vice-President, Finance, August 29, 1996
/s/ Sam L. Henry Treasurer and Chief Financial
- ---------------------------- Officer
SAM L. HENRY
Director August 29, 1996
/s/ Stanlee N. Rubin
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STANLEE N. RUBIN
Director August 29, 1996
/s/ Gary B. Abromovitz
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GARY B. ABROMOVITZ
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Director August 29, 1996
/s/ Christopher L. Carameros
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CHRISTOPHER L. CARAMEROS
Director August 29, 1996
/s/ Daniel C. Montano
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DANIEL C. MONTANO
Director August 29, 1996
/s/ Byron H. Rubin
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BYRON H. RUBIN
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EXHIBIT INDEX
Exhibit No. Description Page
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4.3 Helen of Troy Limited 1995 Non-Employee Director Stock
Option Plan.
5 Opinion of Conyers, Dill & Pearman.
23.1 Consent of Conyers, Dill & Pearman (See Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the signature page of
the Registration Statement).