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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 2001
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JENNY CRAIG, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0366188
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11355 NORTH TORREY PINES ROAD, LA JOLLA, CALIFORNIA 92037
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(Address of Principal Executive Offices) (Zip Code)
JENNY CRAIG, INC. 1991 STOCK OPTION PLAN
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(Full title of the plan)
SIDNEY CRAIG
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
JENNY CRAIG, INC.
11355 NORTH TORREY PINES ROAD
LA JOLLA, CALIFORNIA 92037
(858) 812-7000
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(Name, address and telephone number, including
area code, of agent for service)
COPY TO:
THOMAS W. DOLLINGER, ESQ.
PROSKAUER ROSE LLP
2049 CENTURY PARK EAST, SUITE 3200
LOS ANGELES, CALIFORNIA 90067
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of regis-
to be registered registered (1) offering price per unit (2) aggregate offering price (2) tration fee (2)
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Common Stock, par 500,000 shares $1.3125 $656,250 $164.06
value $.000000005
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(1) Represents the number of additional shares of Common Stock that may be
acquired upon exercise of options that may be issued under the Jenny Craig,
Inc. 1991 Stock Option Plan (the "Plan") as a result of certain amendments
to the Plan which were approved by stockholders of the Registrant. Pursuant
to Rule 416 promulgated under the Securities Act of 1933, as amended, this
Registration Statement also registers such additional number of shares of
Common Stock as may be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rules 457(c) and 457(h) promulgated under the Securities
Act of 1933, as amended, based upon the average of the high and low prices
of the Common Stock on the New York Stock Exchange as reported in the
consolidated reporting system for January 29, 2001.
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Form S-8 Page 1 of 11 pages.
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EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of registering
an additional 500,000 shares of Common Stock, $.000000005 par value, of Jenny
Craig, Inc., a Delaware corporation (the "Registrant"), which may be issued upon
exercise of options granted under the Jenny Craig, Inc. 1991 Stock Option Plan
(the "Plan"), which shares were added to the Plan in accordance with an
amendment to the Plan approved by stockholders of the Registrant. Such shares of
Common Stock are of the same class as other securities of the Registrant for
which two Registration Statements on Form S-8 (No. 33-47594 and No. 33-86098)
are already effective. The contents of the earlier Registration Statements on
Form S-8 (No. 33-47594 and No. 33-86098) are incorporated herein by reference,
except that the legality of the additional shares of Common Stock of the
Registrant offered hereby that may be purchased upon exercise of options to be
granted under the Plan will be passed upon for the Registrant by Proskauer Rose
LLP, 2049 Century Park East, Suite 3200, Los Angeles, California 90067.
Form S-8 Page 2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) and (b) below are incorporated by reference in
this Registration Statement. The file number of the Registrant for reports filed
by it pursuant to the Securities Exchange Act of 1934, as amended ("Exchange
Act") is 0-10887.
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 2000;
(b) Registrant's Report on Form 10-Q for the period ended September 30,
2000; and
(c) The Description of Capital Stock contained in the Registrant's
Registration Statement on Form 8-A dated October 29, 1991, filed
pursuant to Section 12 of the Securities Exchange Act of 1934.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock offered
hereby then remaining unsold, shall be deemed to be incorporated herein by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document all or a
portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock offered hereby has been passed
upon for the Registrant by Proskauer Rose LLP, 2049 Century Park East, Suite
3200, Los Angeles, California 90067. Marvin Sears, Esq., a partner of such firm
and owner of options to purchase 19,000 shares of Common Stock under the 1991
Stock Option Plan of the Company, is the Secretary and a director of the
Registrant and its subsidiary, Jenny Craig Weight Loss Centres, Inc. Mr. Sears
is entitled to a grant of options to purchase 500 additional shares effective on
October 28 of each year, so long as he remains a non-employee director of the
Registrant. Other members of such firm own or may own shares of Common Stock of
the Registrant.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article Ninth of the Restated Certificate of Incorporation of the
Registrant provides for indemnification of directors, officers and certain other
persons by the Registrant to the full extent permitted by law. Under the General
Corporation Law of the State of Delaware (the "Delaware Code"), the state in
which the Registrant is organized, directors
Form S-8 Page 3
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and officers as well as other employees and individuals may be indemnified
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation -- a "derivative action") if they acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to a criminal action or
proceeding, had no reasonable cause to believe their conduct to have been
unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
an action. Moreover, the Delaware Code requires court approval before there can
be any indemnification where the person seeking indemnification has been found
liable to the corporation. The Delaware Code provides that the rights to
indemnification and advancement of expenses provided by or granted pursuant to
the Delaware Code are not exclusive of any other rights to indemnification that
may be afforded by any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
The employment agreements of Sidney and Genevieve Craig provide that the
Registrant shall indemnify Sidney and Genevieve Craig to the maximum extent
permitted by law against claims, judgments, fines, amounts paid in settlement
and reasonable expenses, including attorneys' fees, incurred by either of them
in connection with any action in which either of them is made or threatened to
be made a party by reason of the fact that he or she was or is an officer or
employee of the Registrant.
The Registrant maintains directors and officers liability insurance. In
addition to covering directors and officers of the Registrant, such insurance
also insures the Registrant against amounts paid by it to indemnify directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Numbers Description
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5.1 Opinion of Proskauer Rose LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Proskauer Rose LLP (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on the Signature Page).
ITEM 9. UNDERTAKINGS.
Post-effective Amendments.
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;
Form S-8 Page 4
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(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 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 20 percent 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 (1)(i) and (1)(ii) above 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 clauses is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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.
Subsequent Exchange Act Documents.
The undersigned Registrant hereby undertakes that, for the 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities 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.
Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
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 foregoing provisions, 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 the 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 Act and will be governed by the final adjudication of
such issue.
Form S-8 Page 5
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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 La Jolla, State of California, on this 31st day of
January, 2001.
JENNY CRAIG, INC.
By: /s/ Sidney Craig
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Sidney Craig
Chairman and Chief Executive Officer
GENERAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer and director whose
signature appears below, hereby authorizes, constitutes and appoints SIDNEY
CRAIG, DUAYNE WEINGER and MARVIN SEARS, and each of them acting singly, his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution for him or her and in his or her name, place and stead, in
any and all capacities, to sign this registration statement for the registration
under the Securities Act of 1933, as amended, of shares of Common Stock of Jenny
Craig, Inc. and any and all post-effective amendments to this registration
statement, together with any and all exhibits hereto and thereto and other
documents required to be filed with respect hereto and thereto and to file the
same with the Securities and Exchange Commission and any other regulatory or
other authority, granting unto said attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof and incorporate such changes as any of the said attorneys-in-fact
deems appropriate.
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 dates indicated:
Signature Title Date
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/s/ Sidney Craig Chairman of the Board and January 31, 2001
- --------------------------------------- Chief Executive Officer
Sidney Craig (Principal Executive Officer)
/s/ Genevieve Craig Chair of the Executive January 31, 2001
- --------------------------------------- Committee and Director
Genevieve Craig
/s/ Patricia Larchet President, Chief Operating January 31, 2001
- --------------------------------------- Officer and Director
Patricia Larchet
/s/ Duayne Weinger Vice-Chairman, Chief January 31, 2001
- --------------------------------------- Administrative Officer and
Duayne Weinger Director
Form S-8 Page 6
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Signature Title Date
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/s/ James S. Kelly Vice President, Chief Financial January 31, 2001
- --------------------------------------- Officer and Treasurer
James S. Kelly (Principal Financial and
Accounting Officer)
/s/ Marvin Sears Secretary and Director January 31, 2001
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Marvin Sears
/s/ Andrea Van de Kamp Director January 31, 2001
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Andrea Van de Kamp
/s/ Robert Wolf Director January 31, 2001
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Robert Wolf
Form S-8 Page 7
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EXHIBIT INDEX
Exhibit
Number Description Page
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5.1 Opinion of Proskauer Rose LLP................................................................. 9
23.1 Consent of KPMG LLP........................................................................... 11
23.2 Consent of Proskauer Rose LLP (included in their opinion
filed as Exhibit 5.1 to this Registration Statement). ........................................ --
24.1 Power of Attorney (included on the Signature Page) ........................................... --
Form S-8 Page 8