As filed with the Securities and Exchange Commission on November , 1994
Registration No. 33-
________________________________________________________________________________
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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FIRST BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1171404
(State of Incorporation) (IRS Employer Identification No.)
83 WOOSTER HEIGHTS ROAD
P.O. BOX 1911
DANBURY, CONNECTICUT 06813-1911
(Address of principal executive offices)
FIRST BRANDS CORPORATION 1994 PERFORMANCE
STOCK OPTION AND INCENTIVE PLAN
(Full Title of Plan)
J. BRUCE IPE, ESQ.
Vice President, General Counsel
FIRST BRANDS CORPORATION
83 Wooster Heights Road
P.O. Box 1911
Danbury, CT 06813-1911
(203) 731-2305
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF OFFERING AGGREGATE
SECURITIES TO BE AMOUNT TO BE PRICE PER OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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442,000 shs. $32.750 $14,475,500(1) $ 4,991.59(2)
Common Stock, $0.01 Par Value................ 648,000 shs. $32.375 $20,979,000(1) $ 7,234.19(3)
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$12,225.78
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
(2) The fee with respect to the 442,000 shares of the Common Stock issuable
under the 1994 Performance Stock Option and Incentive Plan upon the exercise
of outstanding options is calculated on the basis of the actual per share
exercise price of such outstanding stock options.
(3) The fee with respect to 648,000 shares of the Common Stock issuable under
the 1994 Stock Option Plan is calculated on the basis of the average of the
high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange-Composite Tape on November 10, 1994.
PART I
The documents containing the information concerning the First Brands
Corporation 1994 Performance Stock Option and Incentive Plan (the 'Plan') of
First Brands Corporation, a Delaware corporation, specified in Item 1 of the
Form S-8 Registration Statement under the Securities Act of 1933, are not being
filed as part of this Registration Statement in accordance with the Note to Part
I of Form S-8 Registration Statement but will be sent to eligible employees
under the Plan in accordance with Rule 428 under the Securities Act.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by First Brands Corporation, a Delaware
corporation (the 'Corporation'), with the Securities and Exchange Commission
(the 'Commission') are incorporated in this Registration Statement by reference:
1. The Corporation's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994 (the '1994 10-K');
2. The Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994.
3. The Corporation's Current Report on Form 8-K dated August 26, 1994.
4. The description of the Corporation's Common Stock, $0.01 par value (the
'Common Stock'), contained in its Registration Statement filed under Section 12
of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'),
including all amendments and reports updating such description.
All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Plan meeting the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the 'Securities Act').
EXPERTS
The consolidated financial statements and schedules of First Brands
Corporation and subsidiaries as of June 30, 1994 and June 30, 1993 and for each
of the years in the three year period ended June 30, 1994, included in the First
Brands Corporation 1994 Annual Report on Form 10-K, have been audited by KPMG
Peat Marwick LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. The report of KPMG Peat
Marwick LLP covering the June 30, 1994
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financial statements refers to a change in the Corporation's method of
accounting for post retirement benefits other than Pensions by adopting
Statement of Financial Accounting Standards No. 106, 'Employer's Accounting for
Post Retirement Benefits other than Pensions.' Such consolidated financial
statements and schedules are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
With respect to the unaudited condensed consolidated interim financial
information of First Brands Corporation and subsidiaries for the quarter ended
September 30, 1994, incorporated by reference herein, KPMG Peat Marwick LLP has
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report included in First Brands Corporation's quarterly report on Form 10-Q for
the quarter ended September 30, 1994, incorporated by reference herein, states
that they did not audit and they do not express an opinion on that condensed
consolidation interim financial information. Accordingly, the degree of reliance
on their report on such information should be restricted in light of the limited
nature of the review procedures applied. KPMG Peat Marwick LLP is not subject to
the liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited condensed consolidated interim financial information
because such report is not considered a 'report' or a 'part' of the Registration
Statement prepared or certified by the accountant within the meaning of Sections
7 and 11 of the Securities Act of 1933.
The financial statements incorporated herein by reference to all documents
subsequently filed by First Brands Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, are or will
be so incorporated in reliance upon the reports of KPMG Peat Marwick LLP, and
any other independent public accountants, relating to such financial
information, and upon the authority of such independent public accountants
as experts in accounting and auditing in giving such reports to the extent
that the particular firm has audited such financial statements and
consented to the use of their reports thereon.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock to which this Registration Statement
relates has been passed upon for the Corporation by J. Bruce Ipe, Vice President
and General Counsel of the Corporation. Mr. Ipe is paid a salary by the
Corporation, participates in benefit plans of the Corporation, including the
Plan, and owns directly or indirectly 45,600 shares of the Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation's by-laws provide for indemnification by the Corporation of
its directors and officers to the full extent permitted by the General
Corporation Law of the State of Delaware (the 'Delaware Law'). The Corporation
is empowered by Section 145 of the Delaware Law, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgements, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person was or is made a party
by reason of his being or having been a director, officer, employee or agent of
the Corporation, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
The Corporation maintains a liability and indemnification policy covering
officers and directors of the Corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following Exhibits are filed herewith as part of this Registration
Statement:
Exhibit 4(a) Restated Certificate of Incorporation of the Corporation, as amended by consent
of the stockholders of the Corporation as of April 11, 1991. Incorporated by
reference to Exhibit 3.1 to Form 10-K filed by the Corporation on September 25,
1992.
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Exhibit 4(b) By-Laws of the Corporation, as amended by consent of the stockholders of the
Corporation as of April 11, 1991. Incorporated by reference to Exhibit 3.2 to
Form 10-K filed by the Corporation on September 25, 1992.
Exhibit 4(c) First Brands Corporation 1994 Performance Stock Option and Incentive Plan.
Incorporated by reference to Exhibit A to the Definitive Proxy Statement for
Annual Meeting of Stockholders, filed by the Corporation on September 28, 1993.
Exhibit 4(d) Form of Option Agreement: Combination Time-Based and Performance-Based Vesting
Insider Form.
Exhibit 4(e) Form of Option Agreement: Combination Time-Based and Performance-Based Vesting
Non-Insider Form.
Exhibit 4(f) Form of Option Agreement: Time-Based Vesting Non-Insider Form.
Exhibit 4(g) Form of Option Agreement: Performance-Based Vesting Insider Form.
Exhibit 4(h) Form of Option Agreement: Performance-Based Vesting Non-Insider Form.
Exhibit 5 Opinion of J. Bruce Ipe, Vice President and General Counsel of the Corporation,
as to the legality of the securities being registered.
Exhibit 15 Letter re unaudited interim financial information of KPMG Peat Marwick LLP
(included in Consent of KPMG Peat Marwick LLP filed as Exhibit 23(a).
Exhibit 23(a) Consent of KPMG Peat Marwick LLP.
Exhibit 23(b) Consent of J. Bruce Ipe, Vice President and General Counsel of the Corporation,
to the use of his opinion as an exhibit to this Registration Statement (included
in his opinion filed as Exhibit 5).
ITEM 9. UNDERTAKINGS
(a) The Corporation 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)
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which, individually or in the aggregate, represent a fundamental
change in the information set forth in the 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 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 Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to section 13(a) or 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.
* * *
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions, or otherwise, the Corporation
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Corporation of expenses incurred or paid by a director,
officer or controlling person of the Corporation 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
Corporation 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
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Corporation 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 Danbury, State of Connecticut, on
October 28, 1994.
FIRST BRANDS CORPORATION
By /s/ Donald A. DeSantis
...................................
Donald A. DeSantis
Senior Vice President, Chief
Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities shown and on the dates indicated.
Signature Title Date
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/s/ Alan C. Egler
......................................... Director October 28, 1994
Alan C. Egler
/s/ James R. Maher
......................................... Director October 28, 1994
James R. Maher
/s/ Dwight C. Minton
......................................... Director October 28, 1994
Dwight C. Minton
/s/ Denis Newman
......................................... Director October 28, 1994
Denis Newman
/s/ Ervin R. Shames
......................................... Director October 28, 1994
Ervin R. Shames
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Signature Title Date
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/s/ Gary E. Gardner
......................................... Director October 28, 1994
Gary E. Gardner
/s/ James R. Mcmanus
......................................... Director October 28, 1994
James R. Mcmanus
/s/ Alfred E. Dudley
......................................... Chairman and Director October 28, 1994
Alfred E. Dudley
/s/ William V. Stephenson
......................................... President, Chief Executive Officer and Director October 28, 1994
William V. Stephenson (Principal Executive Officer)
/s/ Donald A. Desantis
......................................... Senior Vice President, Chief Financial Officer October 28, 1994
Donald A. Desantis and Treasurer (Principal Financial and
Accounting Officer)
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