REGISTRATION NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933, AS AMENDED
ENERGIZER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1863181
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Chouteau, St. Louis, MO 63102
(Address of principal executive offices) (Zip Code)
ENERGIZER HOLDINGS, INC.
DEFERRED COMPENSATION PLAN
(Full title of the plan)
Harry L. Strachan, Esq.
Vice President and General Counsel
ENERGIZER HOLDINGS, INC.
800 Chouteau
St. Louis, Missouri 63102
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Telephone Number of agent for service: (314) 982-2970
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM
AMOUNT TO MAXIMUM AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES BE OFFERING PRICE PER PRICE (1) REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) FEE
Stock Units Equivalent to
Energizer Holdings, Inc.
Common Stock 500,000
.01 par value units $ 23.71875 $ 11,859,375 $ 3,130.87
========================== ========== ==================== ==================== =============
<FN>
(1) The proposed maximum aggregate offering price has been estimated solely for purpose of
computing the Registration Fee pursuant to the provisions of Rule 457(c) and (h)(1) and is based
upon a price of $23.71875 per share, being the average of the high and low transaction prices of
the Company's Common Stock per share as reported on the New York Stock Exchange on March 28,
2000.
ENERGIZER HOLDINGS, INC.
DEFERRED COMPENSATION PLAN
Item 3. Incorporation of Documents by Reference.
-------------------------------------------
The following documents filed with the Commission by Energizer Holdings, Inc.
(the "Company") are incorporated herein by reference:
(i) Registration Statement on Form 10 under the Securities Exchange Act of
1934, as amended (the "1934 Act"), filed on October 15, 1999, as amended on
January 11, 2000, February 23, 2000 and March 16, 2000 (the "Form 10
Registration Statement"); and
(ii) The description of the shares of common stock, par value $.01 per
share, of the Company, including the Rights related to the shares, as set forth
in the Rights Agreement, dated as of March 16, 2000 between the Company and
Continental Stock Transfer & Trust Company, as Rights Agent, contained in the
Company's Form 10 Registration Statement, including any amendments or reports
filed for the purpose of updating such information filed with the Securities and
Exchange Commission (File No. 1-15401) by the Company, is incorporated by
reference.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act, 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 by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statements contained herein or in
a document 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 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 part of this
Registration Statement.
Item 6. Indemnification of Directors and Officers.
---------------------------------------------
Under the terms of Section 351.355 of the Missouri General and Business
Corporation Law ("GBCL") and the Company's Articles of Incorporation, the
Company must indemnify any person who is or was a director, officer or employee
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any and all expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him in connection with any civil, criminal,
administrative or investigative action, proceeding or claim (including an action
by or in the right of the Company) by reason of the fact that he is or was
serving in such capacity, provided that such person's conduct is not finally
adjudged to have been knowingly fraudulent, deliberately dishonest or willful
misconduct. As permitted by the Company's Articles, the Company has entered
into contracts with each of its directors and corporate officers guaranteeing
the indemnification provisions stated in the Articles and providing for
advancement to such individuals of legal fees and other expenses necessary in
defending against such actions, proceedings or claims.
The Company has directors' and officers' insurance which protects each
director or officer from liability for actions taken in their capacity as
directors or officers. This insurance may provide broader coverage for such
individuals in certain situations than may be required by the provisions of
Section 351.355 or the Company's Articles of Incorporation.
The foregoing represents a summary of the general effect of Missouri law
and the Company's Articles of Incorporation for purposes of general description
only. Additional information regarding indemnification of directors and
officers can be found in Section 351.355 of the GBCL, the Company's Articles of
Incorporation and its pertinent insurance contracts.
Item 8. Exhibits.
--------
See the Exhibit Index located at page 6 hereof.
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 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 in the registration statement;
(iii) to include any material information with respect to the
plan or 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 Company 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.
(b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Company'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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted with respect to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 of 1933, 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 St. Louis, Missouri, as of the 30th day of
March, 2000.
ENERGIZER HOLDINGS, INC.
By: /s/ J. Patrick Mulcahy
--------------------------
J. Patrick Mulcahy
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harry L. Strachan, Timothy L. Grosch and Daniel
E. Corbin, Jr., and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments), and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, 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 and 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 that all said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities described as of March 30, 2000.
SIGNATURE TITLE
- --------- -----
/s/ J. Patrick Mulcahy Chief Executive Officer
- -------------------------
J. Patrick Mulcahy
/s/ Daniel E. Corbin, Jr. Executive Vice President
- ----------------------------- Finance and Control
Daniel E. Corbin, Jr.
/s/ Mark Schafale Controller
- -------------------
Mark Schafale
/s/ William P. Stiritz Chairman of the Board
- -------------------------
William P. Stiritz
/s/ William H. Danforth Director
- --------------------------
Dr. William H. Danforth
/s/ F. Sheridan Garrison Director
- ---------------------------
F. Sheridan Garrison
/s/ R. David Hoover Director
- ----------------------
R. David Hoover
/s/ Joe R. Micheletto Director
- ------------------------
Joe R. Micheletto
/s/ Robert A. Pruzan Director
- -----------------------
Robert A. Pruzan
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
Exhibit 4.1 Energizer Holdings, Inc. Deferred Compensation Plan
Exhibit 5 Opinion of Thompson Coburn LLP
Exhibit 23 Consent of Independent Certified Public Accountants