As filed with the Securities and Exchange Commission on June 19, 2002.
Registration No. 333-__________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------
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
incorporation or organization) Identification No.)
CLARENDON HOUSE
CHURCH STREET
HAMILTON, BERMUDA
(Address, including Zip Code, of Principal Executive Offices)
HELEN OF TROY LIMITED
1998 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
VINCENT D. CARSON
C/O HELEN OF TROY L.P.
ONE HELEN OF TROY PLAZA
EL PASO, TEXAS 79912
(Name and address of agent for service)
(915) 225-8000
(Telephone number, including area code, of agent for service)
with a copy to:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201
---------------------------
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED(1) REGISTERED PER SHARE(2) PRICE(2) REGISTRATION FEE
------------------------- ------------ ---------------- ------------------ ----------------
Common Stock, $.10 par value 3,000,000 Shares $12.60 $37,800,000 $3,477.60
====================================================================================================================
</Table>
(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 1998 Stock Option and Restricted Stock Plan (the
"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 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
June 13, 2002, as reported on the Nasdaq National Market System.
INCORPORATION BY REFERENCE
The 3,000,000 shares of Common Stock being registered hereby shall be issued
under the Plan, which was amended as of August 28, 2001, to increase the number
of shares of Common Stock available for issuance under the Plan. Pursuant to
Instruction E of Form S-8, the contents of the Company's Registration Statement
on Form S-8 as filed with Securities and Exchange Commission on November 16,
1998, Registration No. 333-67349, are incorporated by reference herein.
Item 8. Exhibits.
The following are filed as exhibits to this registration statement:
Exhibit No. Description
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
(Reg. No. 33-73594)).
4.2 Bye-Laws of the Company, as amended (incorporated herein
by reference from Exhibit 3.2 to the Company's
Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on December 30, 1993
(Reg. No. 33-73594)).
4.3 Helen of Troy Limited 1998 Stock Option and Restricted
Stock Plan (incorporated herein by reference from Exhibit
4.3 to the Company's Registration Statement on Form S-8
(Reg. No. 333-67349)).
5 Opinion of Conyers Dill & Pearman.*
10.1 First Amendment to Helen of Troy Limited 1998 Stock Option
and Restricted Stock Plan.*
23.1 Consent of Conyers Dill & Pearman (See Exhibit 5).*
23.2 Consent of KPMG LLP.*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
* filed herewith
II-1
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Paso, State of Texas, on June 11, 2002.
HELEN OF TROY LIMITED
By: /s/ Gerald J. Rubin
------------------------------------
Gerald J. Rubin
Chairman of the Board, Chief Executive
Officer and President (Principal
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 of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
NAME TITLE DATE
---- ----- ----
/s/ Gerald J. Rubin
- ----------------------------------------
GERALD J. RUBIN Chairman of the Board, Chief June 11, 2002
Executive Officer, President, and
Director (Principal Executive
Officer)
/s/ Russell G. Gibson
- ----------------------------------------
RUSSELL G. GIBSON Senior Vice-President, Finance, and June 11, 2002
Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Stanlee N. Rubin
- ----------------------------------------
STANLEE N. RUBIN Director June 11, 2002
</Table>
II-2
<Table>
/s/ Gary B. Abromovitz
- ----------------------------------------
GARY B. ABROMOVITZ Director June 11, 2002
/s/ Christopher L. Carameros
- ----------------------------------------
CHRISTOPHER L. CARAMEROS Director June 11, 2002
/s/ Byron H. Rubin
- ----------------------------------------
BYRON H. RUBIN Director June 11, 2002
/s/ Daniel C. Montano
- ----------------------------------------
DANIEL C. MONTANO Director June 11, 2002
</Table>
II-3
EXHIBIT INDEX
<Table>
<Caption>
Exhibit No. Description
- ----------- -----------
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
(Reg. No. 33-73594)).
4.2 Bye-Laws of the Company, as amended (incorporated herein
by reference from Exhibit 3.2 to the Company's
Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on December 30, 1993
(Reg. No. 33-73594)).
4.3 Helen of Troy Limited 1998 Stock Option and Restricted
Stock Plan (incorporated herein by reference from Exhibit
4.3 to the Company's Registration Statement on Form S-8
(Reg. No. 333-67349)).
5 Opinion of Conyers Dill & Pearman.*
10.1 First Amendment to Helen of Troy Limited 1998 Stock Option
and Restricted Stock Plan.*
23.1 Consent of Conyers Dill & Pearman (See Exhibit 5).*
23.2 Consent of KPMG LLP.*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
</Table>
* filed herewith