As filed with the Securities and Exchange Commission
on December ___, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Form S-8
Registration Statement
Under the
Securities Act of 1933
ENESCO GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation or Organization)
04-1864170
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(I.R.S. Employer Identification No.)
333 Western Avenue, Westfield, Massachusetts 01085
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(Address of Principal Executive Offices) (Zip Code)
Stanhome Investment Savings Plan
(Enesco Group, Inc. Retirement Plan, effective January 1, 1999)
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(Full Title of Plan)
Peter R. Johnson, Secretary
Enesco Group, Inc.
333 Western Avenue
Westfield, Massachusetts 01085
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(Name and Address of Agent for Service)
(413) 562-3631
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee
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Common Stock,
$0.125 Par Value 1,000,000 $23.75 $23,750,000 $6,602.50
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(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 and sold pursuant to the Stanhome Investment
Savings Plan. This registration statement also covers an additional and
indeterminate number of shares as may become issuable because of
adjustments for changes resulting from stock dividends, stock splits and
similar changes.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of
1933 (the "Securities Act"), based on the average of the high and low sale
prices of the Common Stock on the New York Stock Exchange on December 11,
1998.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Enesco Group, Inc. (the
"Company") (File No. 0-1349) or the Stanhome Investment Savings Plan (the
Enesco Group, Inc. Retirement Plan, effective January 1, 1999) (the "Plan")
with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference
herein:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(2) all other reports filed by the Company pursuant to Section
13(a) or 15(b) of the Exchange Act since December 31, 1997;
(3) the Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1997; and
(4) the description of the Company's Common Stock contained in
its (a) Registration Statement on Form 10, dated May 28, 1965, as amended
on Form 8 Amendment No. 1, dated December 9, 1965, and Form 8 Amendment No.
2, dated September 5, 1986; (b) Registration Statements on Form 8-A, dated
September 8, 1986 and October 30, 1987, both as amended on Form 8 Amendment
No. 1, dated May 6, 1988; (c) Registration Statement on Form 8-A, dated
September 9, 1998; and (d) any other registration statement relating to the
Company's Common Stock under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating the description of
such class of securities.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and other documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 13 of Chapter 156B of the Massachusetts General Laws
permits corporations organized under the laws of the Commonwealth to
eliminate or limit personal liability of their directors to the corporation
or its stockholders for monetary damages resulting from any breach of
fiduciary duty as a director, except under certain circumstances. Article
6E of the Company's Restated Articles of Organization, as amended,
eliminates the personal liability of directors of the Company to the
Company or its stockholders for monetary damages to the full extent
permitted under Section 13 of Chapter 156B of the Massachusetts General
Laws. Section 67 of Chapter 156B of the Massachusetts General Laws permits
corporations organized under the laws of the Commonwealth to indemnify
directors and officers under certain circumstances. Article V of the
By-Laws of the Company provides for the indemnification of any director,
officer and specified key employees of the Company against all expenses, as
defined therein, actually or reasonably incurred by any of them in
connection with any claim asserted against him or her, or in connection
with any action, suit or proceeding, civil or Criminal, in which any of
them may be involved as a party, by reason of his or her having been such a
director, officer or specified key employee, provided he or she has acted
in good faith in the reasonable belief that his or her action was in the
best interest of the Company. The Company has director and officer
liability insurance covering certain expenditures which might arise in
connection with such indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1(1) Restated Articles of Organization, as amended
4.2(2) By-Laws, as amended
4.3(3) Renewed Rights Agreement dated as of July 22, 1998 between
Enesco Group, Inc. and ChaseMellon Shareholder Services, L.L.C.
23 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on the signature page hereof)
99 Stanhome Investment Savings Plan (Enesco Group, Inc. Retirement
Plan, effective January 1, 1999)
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(1) Filed as Exhibit 3(a) to Form 10-Q for Enesco Group, Inc. for the
quarter ended March 31, 1998, incorporated by reference herein
(File No. 0-1349).
(2) Filed as Exhibit 3(b) to Form 10-Q for Enesco Group, Inc. for the
quarter ended March 31, 1998, incorporated by reference herein
(File No. 0-1349).
(3) Filed as Exhibit 4 to Form 8-K for Enesco Group, Inc. on July 23, 1998,
incorporated by reference herein (File No. 0-1349).
Item 9. Undertakings.
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;
(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 and 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 set forth in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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.
The undersigned Registrant hereby undertakes that, for 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 Section
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 Exchange Act of 1934) that is incorporated by
reference in this 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.
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 provisions described
under Item 6 above, 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.
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 the City of Itasca, State of
Illinois, on December 16, 1998.
ENESCO GROUP, INC.
By: /s/ Jeffrey A. Hutsell
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Jeffrey A. Hutsell
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated as of December 16, 1998. Each person whose signature
appears below hereby authorizes Jeffrey A. Hutsell, Allan G. Keirstead and
Peter R. Johnson and each of them, with full power of substitution, to
execute in the name and on behalf of such person any amendment (including
any post-effective amendment) to this Registration Statement and to file
the same, with exhibits thereto, and other documents in connection
therewith, making such changes in this Registration Statement as the
person(s) so acting deems appropriate, and appoints each of such persons,
each with full power of substitution, attorney-in-fact to sign any
amendment (including any post-effective amendment) to this Registration
Statement and to file same, with exhibits thereto, and other documents in
connection therewith.
Signature Title
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/s/ John Cauley Chairman of the Board and Director
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John F. Cauley
/s/ Jeffrey A. Hutsell President, Chief Executive Officer and
- ------------------------------ Director (Principal Executive Officer)
Jeffrey A. Hutsell
/s/ Allan G. Keirstead Executive Vice President, Chief
- ------------------------------- Administrative and Financial Officer
Allan G. Keirstead and Director (Principal Financial
and Accounting Officer)
/s/ H. L. Tower Director
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H. L. Tower
/s/ Charles W. Elliott Director
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Charles W. Elliott
/s/ Eugene Freedman Founding Chairman and Director
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Eugene Freedman
/s/ Judith R. Haberkorn Director
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Judith R. Haberkorn
/s/ Thomas R. Horton Director
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Thomas R. Horton
/s/ Homer G. Perkins Director
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Homer G. Perkins
/s/ Anne-Lee Verville Director
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Anne-Lee Verville
The Plan. Pursuant to the requirements of the Securities Act of
1933, Enesco Group, Inc., as Plan administrator, has duly caused this
Registration Statement to be signed in its behalf by the undersigned,
thereunto duly authorized, in the City of Itasca, State of Illinois, on
December 16, 1998.
STANHOME INVESTMENT SAVINGS PLAN
(Enesco Group, Inc. Retirement Plan,
effective January 1, 1999)
By: Enesco Group, Inc.
as Plan administrator
By: /s/ Jeffrey A. Hutsell
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Jeffrey A. Hutsell
President and Chief
Executive Officer
EXHIBIT INDEX
ENESCO GROUP, INC.
Registration Statement on Form S-8
for the Stanhome Investment Savings Plan
(Enesco Group, Inc. Retirement Plan, effective January 1, 1999)
Exhibit
Number Description
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4.1(1) Restated Articles of Organization, as amended
4.2(2) By-Laws, as amended
4.3(3) Renewed Rights Agreement dated as of July 22, 1998 between
Enesco Group, Inc. and ChaseMellon Shareholder Services, L.L.C.
23 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on the signature page hereof)
99 Stanhome Investment Savings Plan (Enesco Group, Inc.
Retirement Plan, effective January 1, 1999)
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(1) Filed as Exhibit 3(a) to Form 10-Q for Enesco Group, Inc. for the
quarter ended March 31, 1998, incorporated by reference herein
(File No. 0-1349).
(2) Filed as Exhibit 3(b) to Form 10-Q for Enesco Group, Inc. for the
quarter ended March 31, 1998, incorporated by reference herein
(File No. 0-1349).
(3) Filed as Exhibit 4 to Form 8-K for Enesco Group, Inc. on July 23, 1998,
incorporated by reference herein (File No. 0-1349).