As filed with the Securities and Exchange Commission on February 3, 1997
Registration No. 333-_____________________
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------------------
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
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of Plan)
EINAR M. ROD, ESQ.
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
====================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered per Share Offering Price Registation Fee
------------------------------------------------------------------------------------
Common Stock, 120,000 shs. $ 25.75(1) $3,090,000(1) $ 937.00
$0.01 Par Value,
and related
Preferred Stock
Purchase Rights
====================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h). The fee with respect to the 120,000 shares of the Common Stock
which may be offered and sold under the First Brands Corporation Non-Employee
Directors 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 January 30, 1997.
PART I
The documents containing the information concerning the First Brands
Corporation Non-Employee Directors Stock Option Plan (the "Plan") of First
Brands Corporation, a Delaware corporation, specified in Part 1 of the Form S-8
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), 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.
1
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, 1996 (the "1996 10-K");
2. The Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996;
3. The description of the Corporation's Common Stock, $0.01 par
value (the "Common Stock"), contained in its Registration Statement on Form 8-A,
effective as of December 11, 1989, filed under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the description of
the Corporation's Preferred Stock Purchase Rights contained in its Registration
Statement on Form 8-A dated March 22, 1996, including all amendments and reports
updating such descriptions.
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.
EXPERTS
The consolidated financial statements and schedules of First
Brands Corporation and subsidiaries as of June 30, 1996 and June 30, 1995 and
for each of the years in the three year period ended June 30, 1996, included in
the 1996 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.
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
II-1
accounting and auditing.
With respect to the unaudited condensed consolidated interim
financial information of the Corporation for the quarter ended September 30,
1996, 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, 1996, incorporated by reference herein, states that they did not
audit and they do not express an opinion on that condensed consolidated 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 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.
The financial statements incorporated herein by reference to all
documents subsequently filed by the 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 securities to be offered under this Registration Statement
are registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities to which this Registration
Statement relates has been passed upon for the Corporation by Einar M. Rod,
General Counsel of the Corporation. Mr. Rod is paid a salary by the Corporation,
participates in benefit plans of the Corporation and owns directly or indirectly
thirty six (36) shares of the Common Stock.
II-2
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 to November 6, 1996.
Exhibit 4(b) By-Laws of the Corporation, as amended to
January 20, 1995. Incorporated by reference to
Exhibit 3.2 to the Corporation's Annual Report on
Form 10-K for the fiscal year ended June 30, 1995
(Commission File No. 1-10395).
Exhibit 4(c) Indenture between the Corporation and United
States Trust Company of New York, dated as of March
1, 1992, relating to the 9 1/8% Senior Subordinated
Notes due 1999. Incorporated by reference to
Exhibit 4.1 to the Corporation's Annual Report on
Form 10-K for the fiscal year ended June 30, 1992
(Commission File No. 1-10395).
II-3
Exhibit 4(d) Specimen of 9 1/8% Senior Subordinated Note.
Incorporated by reference to Exhibit 4.2 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended June 30, 1992 (Commission File
No. 1-10395).
Exhibit 4(e) Rights Agreement, dated as of March 22, 1996,
between the Corporation and Continental Stock
Transfer & Trust Company, as Rights Agent,
including the form of Certificate of Designation,
Preferences and Rights of Junior Participating
Preferred Stock, Series A., attached thereto as
Exhibit A, the form of Rights Certificate attached
thereto as Exhibit B and the Summary of Rights
attached thereto as Exhibit C. Incorporated by
reference to Exhibit 1.1 to the Corporation's
Registration Statement on Form 8-A dated March 22,
1996.
Exhibit 5* Opinion of Einar M. Rod, 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 Einar M. Rod, General Counsel of
the Corporation (included in his opinion filed as
Exhibit 5).
Exhibit 24 Power of Attorney (included on the signature page
to this Registration Statement).
Exhibit 99 First Brands Corporation Non-Employee Directors
Stock Option Plan. Incorporated by reference to
Exhibit A to the Definitive Proxy Statement for
Annual Meeting of Stockholders, filed by the
Corporation on September 26, 1995 (Commission File
No. 1-10395).
* Filed herewith
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-4
(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;
(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.
II-5
SIGNATURES
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 January 21,
1997.
FIRST BRANDS CORPORATION
By /s/ Donald A. DeSantis
____________________________
Donald A. DeSantis
Senior Vice President, Chief Financial
Officer and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of the Corporation hereby constitutes and appoints Donald A.
DeSantis, William V. Stephenson and Einar M. Rod, and each of them, his true and
lawful attorneys-in-fact and agents, for him and in his name, place and stead,
in any and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act, including post-effective
amendments and other related documents, and to file the same with the Commission
under said Act, hereby granting power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully as 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 may lawfully do or cause to be done by virtue hereof.
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
--------- ----- ----
/s/ William V. Stephenson Chairman, President, Chief Executive Officer and January 24, 1997
- ----------------------------- Director (Principal Executive Officer)
William V. Stephenson
/s/ Alfred E. Dudley Director January 24, 1997
- -----------------------------
Alfred E. Dudley
/s/ James R. McManus Director January 24, 1997
- -----------------------------
James R. McManus
/s/ James R. Maher
- ------------------------------ Director January 24, 1997
James R. Maher
/s/ Dwight C. Minton
- ------------------------------ Director January 24, 1997
Dwight C. Minton
/s/ Denis Newman
- ------------------------------ Director January 24, 1997
Denis Newman
/s/ Ervin R. Shames
- ------------------------------ Director January 24, 1997
Ervin R. Shames
/s/ Robert G. Tobin
- ------------------------------ Director January 24, 1997
Robert G. Tobin
/s/ Thomas H. Rowland
- ------------------------------ Executive Vice President and Director January 24, 1997
Thomas H. Rowland
/s/ Donald A. DeSantis
- ------------------------------ Senior Vice President, Chief Financial Officer January 24, 1997
Donald A. DeSantis and Treasurer (Principal Financial and
Accounting Officer)
II-6
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ---------- ----------------------
Exhibit 4(a)* Restated Certificate of Incorporation of the
Corporation, as amended to November 6, 1996.
Exhibit 4(b) By-Laws of the Corporation, as amended to January 20,
1995. Incorporated by reference to Exhibit 3.2 the
Corporation's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995 (Commission File No. 1-10395).
Exhibit 4(c) Indenture between the Corporation and United States
Trust Company of New York, dated as of March 1, 1992,
relating to the 9 1/8% Senior Subordinated Notes due 1999.
Incorporated by reference to Exhibit 4.1 to the
Corporation's Annual Report on Form 10-K for the fiscal
year ended June 30, 1992 (Commission File No. 1-10395).
Exhibit 4(d) Specimen of 9 1/8% Senior Subordinated Note.
Incorporated by reference to Exhibit 4.2 to the
Corporation's Annual Report on Form 10-K for the fiscal
year ended June 30, 1992 (Commission File No. 1-10395).
Exhibit 4(e) Rights Agreement, dated as of March 22, 1996, between the
Corporation and Continental Stock Transfer & Trust
Company, as Rights Agent, including the form of
Certificate of Designation, Preferences and Rights of
Junior Participating Preferred Stock, Series A., attached
thereto as Exhibit A, the form of Rights Certificate
attached thereto as Exhibit B and the Summary of Rights
attached thereto as Exhibit C. Incorporated by reference
to Exhibit 1.1 to the Corporation's Registration Statement
on Form 8-A dated March 22, 1996.
Exhibit 5* Opinion of Einar M. Rod, 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 Einar M. Rod, General Counsel of the
Corporation (included in his opinion filed as Exhibit 5).
Exhibit 24 Power of Attorney (included on the signature page to this
Registration Statement).
Exhibit 99 First Brands Corporation Non-Employee Directors Stock
Option Plan. Incorporated by reference to Exhibit A to the
Definitive Proxy Statement for Annual Meeting of
Stockholders, filed by the Corporation on September 26,
1995 (Commission File No. 1-10395).
* Filed herewith