1
As filed with the Securities and Exchange Commission on January 21, 1997
Registration No. 333-____________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NIHON AMWAY KABUSHIKI KAISHA
(Exact name of registrant as specified in its charter)
AMWAY JAPAN LIMITED
(Translation of Registrant's name Into English)
JAPAN 1-13156
(State or other jurisdiction of (Commission File No.)
incorporation or organization)
ARCO Tower, 8-1, Shimomeguro 1-chome, Meguro-ku, Tokyo 153, Japan
(Address of Principal Executive Offices Including Zip Code)
AMWAY CORPORATION
PROFIT-SHARING AND 401(K) PLAN
(Exact name of registrant as specified in its charter)
c/o Amway Corporation
Human Resources
7575 Fulton Street, East
Ada, Michigan 49355
(Address of Principal Executive Offices)
AMWAY CORPORATION
PROFIT-SHARING AND 401(K) PLAN
(Full title of the plan)
Craig N. Meurlin, Esq.
Senior Vice President and General Counsel
Amway Corporation
7575 Fulton Street, East
Ada, Michigan 49355
(Name and address of agent for service)
(616) 787-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE(1)
============================================================================================================================
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share (2) price (2) registration fee
============================================================================================================================
Common Stock, no
par value per share 226,000 shares(3) $30.31 $6,850,060 $2,076
============================================================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of
the high and low sale prices in yen of such securities on the Japanese
Over-the-Counter market on January 14, 1997, which date is within five
business days prior to filing. Such yen price was converted to U.S.
dollars at (Yen) 116.48 = U.S. $1.00, the approximate exchange rate
prevailing on January 14, 1997.
(3) A separate registration statement on Form F-6 (Registration No.
33-78994) has been filed with respect to the American Depositary Shares
evidenced by American Depositary Receipts issuable upon deposit of
shares of Common Stock.
Exhibit Index Appears on Page 7
Page 1 of 7 Pages
2
PART II
This Registration Statement relates to 226,000 shares of Common Stock,
no par value per share (the "Common Stock"), of Amway Japan Limited (the
"Registrant"), being registered for use under Amway Corporation's Profit-Sharing
and 401(k) Plan, as amended and restated as of January 1, 1997 (the "Plan"). The
Common Stock registered hereunder may be issued under the Plan in the form of
American Depositary Shares, each representing one-half of one share of Common
Stock ("ADSs").
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference: (i) the Registrant's Annual Report on Form 20-F for the fiscal year
ended August 31, 1996 (File No. 1-13156); (ii) the Registrant's Interim Report
on Form 6-K for the quarter ended November 30, 1996 (File No. 1-13156); and
(iii) the description of the Common Stock and ADSs contained in the Registration
Statement on Form 8-A of the Registrant filed on June 29, 1994 (File No.
1-13156) and reports filed for the purpose of updating that description.
To the extent designated therein certain Reports on Form 6-K and all
other documents subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable. (Class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.)
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Articles 254 and 280 of the Commercial Code make the provisions of
Section 10, Chapter 2, Book III of the Civil Code applicable to the relationship
between the Company and its directors and statutory auditors, respectively.
Section 10, among other things, provides in effect that:
(1) Any director or statutory auditor of a company may demand advance
payment of expenses which are considered necessary for the management of the
affairs of such company entrusted to him;
(2) If a director or a statutory auditor of a company has defrayed any
expenses which are considered necessary for the management of the affairs of
such company entrusted to him, he may demand reimbursement therefor from the
company;
(3) If a director or a statutory auditor has assumed an obligation
necessary for the management of the affairs entrusted to him, he may require the
company to perform it in his place or, if it is not due, to furnish adequate
security;
(4) If a director or a statutory auditor, without any fault on his
part, sustains damage through the management of the affairs entrusted to him, he
may demand compensation therefor from the company; and
Page 2 of 7 Pages
3
(5) Notwithstanding the above subparagraphs (1) through (4), the
company shall not make any advance payment or reimbursement of expenses nor any
indemnification for liability of a director or statutory auditor of the company
in any threatened, pending or completed action or suit, including all appeals,
except that the company may purchase and maintain insurance on behalf of the
director or statutory auditor of the company against any liability asserted
against him provided that the company shall not purchase and maintain insurance
for any liability, costs and expenses incurred by him when he shall have been
fully adjudged to be liable for negligence or misconduct in the performance of
his duty to the company in shareholder derivative actions.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Item 8. Exhibits
--------
4.1 Amway Corporation Profit-Sharing and 401(k) Plan, as amended and
restated as of January 1, 1997
23(a) Consent of Deloitte Touche Tohmatsu
24 Power of Attorney
The undersigned Registrant hereby undertakes to submit the Plan to the Internal
Revenue Service (the "IRS") in a timely manner in order to obtain a
determination letter that the Plan is qualified under Section 401 of the
Internal Revenue Code and to make any changes in the Plan required by the IRS in
order to issue such a determination letter.
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 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.
Page 3 of 7 Pages
4
(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 in 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
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 of 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.
Page 4 of 7 Pages
5
SIGNATURES
THE REGISTRANT. 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 Tokyo, Japan, on January 17, 1997.
AMWAY JAPAN LIMITED
By: /s/ Richard S. Johnson
--------------------------------------
Richard S. Johnson
President and Representative Director
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Ada, State of Michigan, on January 17, 1997.
AMWAY CORPORATION PROFIT-SHARING
AND 401(K) PLAN
By: Amway Corporation, as Plan
Administrator
By: /s/ Dwight Sawyer
---------------------------------
Dwight Sawyer
Vice President-Human Resources
Page 5 of 7 Pages
6
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.
Signature Title Date
--------- ----- ----
* President; Representative Director January 17, 1997
- ------------------------------------------ (Chief Executive Officer)
Richard S. Johnson
* Vice President and Chief Financial January 17, 1997
- ------------------------------------------ Officer; Director (Chief Financial
Yoshizo Matsushita and Accounting Officer)
* Director January 17, 1997
- ------------------------------------------
Richard M. DeVos, Jr.
* Director January 17, 1997
- ------------------------------------------
Stephen A. Van Andel
* Director January 17, 1997
- ------------------------------------------
Tomiaki Nagase
* Director January 17, 1997
- ------------------------------------------
Takashi Kure
* Director January 17, 1997
- ------------------------------------------
Hitoshi Tsurumoto
* Director January 17, 1997
- ------------------------------------------
Noboru Makino
* Director January 17, 1997
- ------------------------------------------
Nobuyuki Nakahara
* Director January 17, 1997
- ------------------------------------------
Yoshikazu Takaishi
/s/ Craig N. Meurlin Authorized U.S. Representative January 17, 1997
- ------------------------------------------
Craig N. Meurlin
* Craig N. Meurlin, the undersigned attorney-in-fact, by signing his
name hereto, does sign and execute this Registration Statement on behalf of the
above-named officers and directors pursuant to a power of attorney filed with
the Securities and Exchange Commission as Exhibit 24 to this Registration
Statement.
January 17, 1997 By: /s/ Craig N. Meurlin
--------------------
Craig N. Meurlin
Attorney-in-Fact
Page 6 of 7 Pages
7
EXHIBIT INDEX
-------------
Pagination by
sequential
Exhibit Exhibit numbering
Number Description system
------ ----------- ------
4.1 Amway Corporation Profit-Sharing and 401(k) Plan, as amended and restated
as of January 1, 1997
23(a) Consent of Deloitte Touche Tohmatsu
24 Power of Attorney
Page 7 of 7 Pages