AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STEINER LEISURE LIMITED
(Exact name of registrant as specified in charter)
COMMONWEALTH OF THE BAHAMAS 98-0164731
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
SUITE 104A
SAFFREY SQUARE
NASSAU, THE BAHAMAS
(Address of principal executive offices, including zip code)
__________________
1996 SHARE OPTION AND INCENTIVE PLAN
(Full title of the Plan)
__________________
LEONARD I. FLUXMAN
CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
C/O CT MARITIME SERVICES, L.C.
1007 NORTH AMERICA WAY, 4TH FLOOR
MIAMI, FLORIDA 33132
(Name and address, including zip code, of Agent For Service)
__________________
COPY TO:
ROBERT C. BOEHM, P.A.
KELLEY DRYE & WARREN LLP
201 SOUTH BISCAYNE BOULEVARD
SUITE 2400
MIAMI, FLORIDA 33131
TELEPHONE: (305) 372-2434
__________________
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Shares, par value (U.S.) 1,055,000 shares $18.53 $19,552,364 $5,925.00
$.01 per share
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</TABLE>
(1) Such presently undeterminable number of additional Common Shares are
registered hereunder as may be issued in the event of a share split,
share dividend, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change or in the event of
any special distribution to the shareholders.
(2) Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as
amended, repesents the average of (i) the exercise price of outstanding
options to purchase Common Shares and (ii) the price determined
pursuant to Rule 457(c) estimated based on the average of the high and
low trading prices for the Common Shares on November 5, 1997 as
reported on the Nasdaq National Market on the date hereof.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") will be sent or
given to participants in the Amended and Restated 1996 Share Option and
Incentive Plan (the "Plan") of Steiner Leisure Limited, a Bahamian international
business company (the "Company"), as specified in Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"). Such document(s) are not being
filed with the Commission but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof), a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1996 (the "1996 10-K");
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997;
(c) the portions of the Proxy Statement for the Company's 1997 Annual
Meeting, held on June 6, 1997, that have been incorporated by reference in the
1996 10-K; and
(d) the description of the Company's common shares, (U.S.) $.01 par value
per share (the "Common Shares"), contained in the Registration Statement on Form
8-A (File No. 0-28972) filed by the Company with the Commission on November 8,
1996 under Section 12 of the Exchange Act, there being no amendment or report
filed for the purpose of updating such description.
All documents and reports filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that the securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such statements
that are 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.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 56 of the International Business Companies Act, 1989 of the
Bahamas provides:
(1) Subject to subsection (2) and any limitations in its
Memorandum or Articles or in any unanimous shareholder
agreement, a company incorporated under this Act may indemnify
against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and
reasonably incurred in connection with legal, administrative
or investigative proceedings any person who -
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<PAGE>
(a) is or was a party or is threatened to be made a party
to any threatened, pending or completed proceedings,
whether civil, criminal, administrative or
investigative, by reason of the fact that the person
is or was a director, an officer or a liquidator of
the company; or
(b) is or was, at the request of the company, serving as
a director, officer or liquidator of, or in any other
capacity is or was acting for, another company or a
partnership, joint venture, trust or other
enterprise.
(2) Subsection (1) only applies to a person referred to in that
subsection if the person acted honestly and in good faith with
a view to the best interests of the company and, in the case
of criminal proceedings, the person had no reasonable cause to
believe that his conduct was unlawful.
(3) The decision of the directors as to whether the person acted
honestly and in good faith and with a view to the best
interests of the company and as to whether the person had no
reasonable cause to believe that his conduct was unlawful is,
in the absence of fraud, sufficient for the purposes of this
section, unless a question of law is involved.
(4) The termination of any proceedings by any judgment, order,
settlement, conviction or the entering of a nolle prosequi
does not, by itself, create a presumption that the person did
not act honestly and in good faith and with a view to the best
interests of the company or that the person had reasonable
cause to believe that his conduct was unlawful.
(5) If a person referred to in subsection (1) has been successful
in defense of any proceedings referred to in subsection (1),
the person is entitled to be indemnified against all expenses,
including legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred by the
person in connection with the proceedings.
The Amended and Restated Articles of Association of the Company (the
"Articles") provide, subject to certain limitations, for indemnification to the
fullest extent permitted under Bahamian law to any director, officer or
liquidator of the Company and to any person serving as a director, officer or
liquidator of, or in any other capacity for another entity at the request of the
Company. The Articles provide that expenses of an indemnified party incurred in
defending civil or criminal proceedings be paid by the Company in advance of
final disposition of such proceeding upon such party undertaking to reimburse
any such expense which it is ultimately determined he or she is not entitled to
be indemnified against by the Company.
The Articles also provide that the rights to indemnification provided
thereunder are not exclusive of any other such right to which such persons may
be entitled under any law, agreement, vote of shareholders or directors or
otherwise. In addition, the Company has agreed to indemnify Leonard I. Fluxman,
the Chief Operating Officer and Chief Financial Officer of the Company, and
another officer of the Company, as well as a consultant to the Company, in
connection with transactions relating to the organization of the Company.
The Articles contain a provision that eliminates the liability of
directors for breach of their duty as directors, provided that a director has
acted honestly and in good faith with a view to the best interests of the
Company and has exercised the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances. The Company maintains
directors' and officers' liability insurance which covers the Company, its
subsidiaries and the officers and directors of the Company and its subsidiaries
against damages, judgments, settlements and costs incurred by reason of certain
acts committed by such persons in their capacity as officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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<PAGE>
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement.
4.1 Amended and Restated Memorandum of Association of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form F-1, Registration
No. 333-5622)
4.2 Amended and Restated Articles of Association of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10- Q for the quarter
ended June 30, 1997)
*4.3 Amended and Restated 1996 Share Option and Incentive Plan
*5 Opinion of Harry B. Sands & Company regarding legality of
the Common Shares being registered
*23.1 Consent of Harry B. Sands & Company (included in opinion
filed as Exhibit 5)
*23.2 Consent of Arthur Andersen LLP
*24 Power of Attorney (included on signature page)
__________________________
* Filed herewith
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<PAGE>
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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities (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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply
if 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
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(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 15(d) of the Exchange
Act 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.
(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 provisions described in Item 6, above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 in its behalf by the undersigned, thereunto duly
authorized, in the City of Nassau, Commonwealth of The Bahamas on the 3rd day of
November, 1997.
STEINER LEISURE LIMITED
By:/s/ Clive E. Warshaw
________________________________
Clive E. Warshaw
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Clive E. Warshaw and Leonard I.
Fluxman, and each of them individually, his or her true and lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and in behalf of the undersigned as such person, any and all amendments to this
Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and take any and all actions that may be
necessary or appropriate in connection therewith. The undersigned hereby grants
unto such attorney-in-fact and agent, full power of substitution and revocation
in the premises and hereby ratifies and confirms all that such attorney-in-fact
and agent, or his substitute or substitutes may do or cause to be done by virtue
of these presents.
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.
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SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ Clive E. Warshaw Chairman of the Board and Chief Executive November 3, 1997
- -------------------------------------- Officer (Principal Executive Officer)
Clive E. Warshaw
/s/ Leonard I. Fluxman Director, Chief Operating Officer and November 5, 1997
- -------------------------------------- Chief Financial Officer and Authorized
Leonard I. Fluxman Representative in the United States
(Principal Financial and Accounting
Officer)
/s/ Michele Steiner Warshaw Director November 3, 1997
- --------------------------------------
Michele Steiner Warshaw
/s/ Charles D. Finkelstein Director November 4, 1997
- --------------------------------------
Charles D. Finkelstein
/s/ Jonathan D. Mariner Director November 4, 1997
- --------------------------------------
Jonathan D. Mariner
/s/ Steven J. Preston Director November 3, 1997
- --------------------------------------
Steven J. Preston
</TABLE>
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<PAGE>
EXHIBIT INDEX
4.1 Amended and Restated Memorandum of Association of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form F-1, Registration No. 333-5622)
4.2 Amended and Restated Articles of Association of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997
*4.3 Amended and Restated 1996 Share Option and Incentive Plan
*5 Opinion of Harry B. Sands & Company regarding legality of the
Common Shares being registered
*23.1 Consent of Harry B. Sands & Company (included in opinion filed
as Exhibit 5)
*23.2 Consent of Arthur Andersen LLP
*24 Power of Attorney (included on signature page)
___________________________________
* Filed herewith
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Exhibit 4.3
STEINER LEISURE LIMITED
AMENDED AND RESTATED
1996 SHARE OPTION AND INCENTIVE PLAN
ADOPTED OCTOBER 29, 1997
<PAGE>
STEINER LEISURE LIMITED AMENDED AND RESTATED 1996 SHARE OPTION AND
INCENTIVE PLAN
1. PURPOSE.
The purpose of the Steiner Leisure Limited Amended and Restated 1996
Share Option and Incentive Plan (hereinafter referred to as this "Plan") is to
(i) assist Steiner Leisure Limited (the "Company") in attracting and retaining
highly qualified, officers, key employees, directors and consultants for the
successful conduct of its business; (ii) provide incentives and rewards for
persons eligible for awards which are directly linked to the financial
performance of the Company in order to motivate such persons to achieve
long-range performance goals; and (iii) allow persons receiving awards to
participate in the growth of the Company.
2. DEFINITIONS.
2.1 "BOARD" means the Board of Directors of the Company.
2.2 "CHANGE IN CONTROL" A Change in Control of the Company shall
be deemed to occur if any of the following circumstances have occurred
after the closing of initial public offering of the Shares:
(i) any transaction as a result of which a change
in control of the Company would be required
to be reported in response to Item 1(a) of
the Current Report on Form 8-K as in effect
on the date hereof, pursuant to Sections 13
or 15(d) of the Exchange Act, whether or not
the Company is then subject to such reporting
requirement, otherwise than through an
arrangement or arrangements consummated with
the prior approval of the Board;
(ii) any "person" or "group" within the meaning of
Sections 13(d) and 14(d)(2) of the Exchange
Act (a) becomes the "beneficial owner," as
defined in Rule 13d-3 under the Exchange Act,
of more than 20% of the then outstanding
voting securities of the Company, otherwise
than through a transaction or transactions
arranged by, or consummated with the prior
approval of, the Board or (b) acquires by
proxy or otherwise the right to vote for the
election of directors, for any merger or
consolidation of the Company or for any other
matter or question, more than 20% of the then
outstanding voting securities of the Company,
otherwise than through an arrangement or
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arrangements consummated with the prior
approval of the Board;
(iii) during any period of 24 consecutive months
(not including any period prior to the
adoption of this Plan), Present Directors
and/or New Directors cease for any reason to
constitute a majority of the Board. For
purposes of the preceding sentence, "Present
Directors" shall mean individuals who, at the
beginning of such consecutive 24 month period
were members of the Board and "New Directors"
shall mean any director whose election by the
Board or whose nomination for election by the
Company's shareholders was approved by a vote
of at least two-thirds of the Directors then
still in office who were Present Directors or
New Directors;
(iv) any "person" or "group" within the meaning of
Sections 13(d) and 14(d)(2) of the Exchange
Act that is the "beneficial owner" as defined
in Rule 13d-3 under the Exchange Act of 20%
or more of the then outstanding voting
securities of the Company commences
soliciting proxies; and
(v) with respect to a particular Employee, there
occurs a "change in control," as such term is
defined under any employment agreement or
service agreement between the Company or any
direct or indirect subsidiary thereof and
such Employee, entered into before or after
the date of adoption of this Plan (a "Change
in Control Agreement"), which provides for,
upon such change in control, the acceleration
of the vesting of share options or otherwise
affects awards that may be made under this
Plan; provided, however, that this Section
2.2.(v) applies only with respect to the
award or awards accelerated, or otherwise
affected by such change in control under such
Change in Control Agreement.
2.3 "CODE" means the United States Internal Revenue Code of 1986, as
currently in effect or hereafter amended.
2.4 "COMMITTEE" means the committee appointed to administer this Plan
in accordance with Section 4 of this Plan.
2.5 "DISABILITY" means "permanent and total disability" as defined in
Section 22(e)(3) of the Code.
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2.6 "EMPLOYEE" means any employee of the Company or any direct or
indirect subsidiary of the Company (a "Subsidiary"), including officers of the
Company and any Subsidiary, as well as such officers who are also directors of
the Company.
2.7 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
2.8 "EXERCISE PAYMENT" means a payment described in Section 8 upon the
exercise of a Share Option.
2.9 "FAIR MARKET VALUE," unless otherwise required by any applicable
provision of the Code or any regulations issued thereunder, means, as of any
date, the mean of the high and low prices reported per Share on the applicable
date (i) as quoted on the Nasdaq National Market or the Nasdaq Small Cap Market
(each, a "Nasdaq Market") or (ii) if not traded on a Nasdaq Market, as reported
by any principal national securities exchange in the United States on which it
is then traded (or if the Shares have not been quoted or reported, as the case
may be, on such date, on the first day prior thereto on which the Shares were
quoted or reported, as the case may be), except that in the case of a Share
Appreciation Right that is exercised for cash during the first three (3) days of
the ten (10) day period set forth in Section 7.4 of this Plan, "Fair Market
Value" means the highest daily closing price per Share as reported on such
Nasdaq Market or exchange during such ten (10) day period. Notwithstanding the
foregoing, if a Share Appreciation Right is exercised during the sixty (60) day
period commencing on the date of a Change in Control, the Fair Market Value for
purposes of determining the Share Appreciation shall be the highest of (i) the
Fair Market Value per Share, as determined under the preceding sentence; (ii)
the highest Fair Market Value per Share during the ninety (90) day period ending
on the date of exercise of the SAR; (iii) the highest price per Share shown on
Schedule 13D or an amendment thereto filed pursuant to Section 13(d) of the
Exchange Act 1934 by any person holding 20% of the combined voting power of the
Company's then outstanding voting securities; or (iv) the highest price paid or
to be paid per Share pursuant to a tender or exchange offer as determined by the
Committee. If the Shares are not reported or quoted on a Nasdaq Market or a
national securities exchange, its Fair Market Value shall be as determined in
good faith by the Committee.
2.10 "INCENTIVE STOCK OPTION" or "ISO" means any Share Option granted
to an Employee pursuant to this Plan which is designated as such by the
Committee and which complies with Section 422 of the Code or any successor
provision.
2.11 "NON-QUALIFIED SHARE OPTION" means any Share Option granted to a
Participant pursuant to this Plan which is not an ISO.
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2.12 "OPTION PRICE" means the purchase price of one Share upon
exercise of a Share Option.
2.13 "PERFORMANCE AWARD" means an award described in Section 10 of
this Plan.
2.14 "RETIREMENT" means retirement from employment by the Company or
any Subsidiary by a Participant who has attained the normal retirement age under
any applicable retirement plan (which is qualified under Section 401(a) of the
Code) of the Company in which such Participant participates.
2.15 "RESTRICTED SHARES" means Shares subject to restrictions on the
transfer of such Shares, conditions of forfeitability of such Shares or any
other limitations or restrictions as determined by the Committee.
2.16 "SETTLEMENT DATE" means, (i) with respect to any Share
Appreciation Rights that have been exercised, the date or dates upon which cash
payment is to be made to the Participant, or in the case of Share Appreciation
Rights that are to be settled in Shares, the date or dates upon which such
Shares are to be delivered to the Participant; (ii) with respect to Performance
Awards, the date or dates upon which Shares are to be delivered to the
Participant; (iii) with respect to Exercise Payments, the date or dates upon
which payment thereof is to be made; and (iv) with respect to grants of Shares,
including Restricted Shares, the date or dates upon which such Shares are to be
delivered to the Participant, in each case determined in accordance with the
terms of the grant (including any award agreement) under which any such award
was made.
2.17 "SHARE" or "SHARES" means the common shares of the Company.
2.18 "SHARE APPRECIATION" means the excess of the Fair Market Value
per Share over the Option Price of the related Share, as determined by the
Committee.
2.19 "SHARE APPRECIATION RIGHT" or "SAR" means an award that
entitles a Participant to receive an amount described in Section 7.2.
2.20 "SHARE OPTION" or "OPTION" means an award that entitles a
Participant to purchase one Share for each Option granted.
3. PARTICIPATION.
The participants in this Plan ("Participants") shall be those persons
who are selected to participate in this Plan by the Committee and who are (i)
Employees serving in managerial, administrative or professional positions,
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<PAGE>
(ii) directors of the Company or (iii) consultants to the Company or any
Subsidiary.
4. ADMINISTRATION.
This Plan shall be administered and interpreted by a committee of two
or more members of the Board appointed by the Board. Members of the Committee
shall be "Non-Employee Directors" as that term is defined for purposes of Rule
16b-3(b)(3)(i) under the Exchange Act. All decisions and acts of the Committee
shall be final and binding upon all Participants. The Committee shall: (i)
determine the number and types of awards to be made under this Plan; (ii) set
the Option Price, the number of Options to be awarded and the number of Shares
to be awarded out of the total number of Shares available for award; (iii)
establish any applicable administrative regulations to further the purpose of
this Plan; (iv) approve forms of award agreements between the participant and
the Company; and (v) take any other action desirable or necessary to interpret,
construe or implement the provisions of this Plan. Prior to the appointment of
the Committee by the Board, or if the Committee shall not be in existence at any
time during the term of this Plan, this Plan shall be administered and
interpreted by the Board and, in such case, all references to the Committee
herein shall be deemed to refer to the Board.
5. AWARDS.
5.1 FORM OF AWARDS. Awards under this Plan may be in any of the
following forms (or a combination thereof): (i) Share Options; (ii) Share
Appreciation Rights; (iii) Exercise Payment rights; (iv) grants of Shares,
including Restricted Shares; or (v) Performance Awards. The Committee may
require that any or all awards under this Plan be made pursuant to an award
agreement between the Participant and the Company. Such award agreements shall
be in such form as the Committee may approve from time to time. The Committee
may accelerate awards and waive conditions and restrictions on any awards to the
extent it may deem appropriate.
5.2 MAXIMUM AMOUNT OF SHARES AVAILABLE. The total number of Shares
(including Restricted Shares, if any) granted, or covered by Options granted,
under this Plan during the term of this Plan shall not exceed 720,000. Solely
for the purpose of computing the total number of Shares optioned or granted
under this Plan, there shall not be counted any Shares which have been forfeited
and any Shares covered by Options which, prior to such computation, have
terminated in accordance with their terms or have been canceled by the
Participant or the Company.
5.3 ADJUSTMENT IN THE EVENT OF RECAPITALIZATION, ETC. In the event of
any change in the outstanding Shares of the Company by reason of any share
split, share dividend, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change or in the event of any
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<PAGE>
special distribution to the shareholders, the Committee shall make such
equitable adjustments in the number of Shares and prices per Share applicable to
Options then outstanding and in the number of Shares which are available
thereafter for Option awards or other awards, both under this Plan as a whole
and with respect to individuals, as the Committee determines are necessary and
appropriate. Any such adjustment shall be conclusive and binding for all
purposes of this Plan.
6. SHARE OPTIONS.
6.1 GRANT OF AWARD. The Company may award Options to purchase Shares,
including Restricted Shares (hereinafter referred to as "Share Option Awards")
to such Participants as the Committee authorizes and under such terms as the
Committee establishes. The Committee shall determine with respect to each Share
Option Award, and designate in the grant whether a Participant is to receive an
ISO or a Non-Qualified Share Option.
6.2 OPTION PRICE. The Option Price per Share subject to a Share Option
Award shall be specified in the grant, but, to the extent any Share Option is an
Incentive Stock Option, the Option Price in no event shall be less than the Fair
Market Value per Share on the date of grant. Notwithstanding the foregoing, if
the Participant to whom an ISO is granted owns, at the time of the grant, more
than ten percent (10%) of the combined voting power of the Company, the Option
Price per Share subject to such grant shall be not less than one hundred ten
percent (110%) of the Fair Market Value.
6.3 TERMS OF OPTION. A Share Option that is an ISO shall not be
transferable by the Participant other than as permitted under Section 422 of the
Code or any successor provision, and, during the Participant's lifetime, shall
be exercisable only by the Participant. Non-Qualified Share Options may be
subject to such restrictions on transferability and exercise as may be provided
for by the Committee in the terms of the grant thereof. A Share Option shall be
of no more than ten (10) years' duration, except that an ISO granted to a
Participant who, at the time of the grant, owns Shares representing more than
ten percent (10%) of the combined voting power of the Company shall by its terms
be of no more than five (5) years' duration. A Share Option by its terms shall
vest in a Participant to whom it is granted and be exercisable only after the
earliest of: (i) such period of time as the Committee shall determine and
specify in the grant, but, with respect to Employees, in no event less than one
(1) year following the date of grant of such award; (ii) the Participant's
death; or (iii) a Change in Control.
6.4 EXERCISE OF OPTION. A Non-Qualified Share Option is only
exercisable by a Participant who is an Employee while such Participant is in
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active employment with the Company or a Subsidiary or within thirty (30) days
after termination of such employment, except (i) during the three-year period
after a Participant's death, Disability or Retirement; (ii) during a three-year
period commencing on the date of a Participant's termination of employment by
the Company or a Subsidiary other than for cause; (iii) during a three-year
period commencing on the date of termination, by the Participant or the Company
or a Subsidiary, of employment after a Change in Control unless such termination
of employment is by the Company or a Subsidiary for cause; or (iv) if the
Committee decides that it is in the best interest of the Company to permit other
exceptions. A Non-Qualified Stock Option may not be exercised pursuant to this
paragraph after the expiration date of the Share Option.
An ISO is only exercisable by a Participant while the
Participant is in active employment with the Company or a Subsidiary or within
thirty (30) days after termination of such employment, except (i) during a
one-year period after a Participant's death, where the Option is exercised by
the estate of the Participant or by any person who acquired such Option by
bequest or inheritance; (ii) during a three-month period commencing on the date
of the Participant's termination of employment other than due to death, a
Disability or by the Company or a Subsidiary other than for cause; or (iii)
during a one-year period commencing on the Participant's termination of
employment on account of Disability. An ISO may not be exercised pursuant to
this paragraph after the expiration date of the Share Option.
An Option may be exercised with respect to part or all of the
Shares subject to the Option by giving written notice to the Company of the
exercise of the Option. The Option Price for the Shares for which an Option is
exercised shall be paid on or within ten (10) business days after the date of
exercise in cash (by certified or bank cashier's check), in whole Shares owned
by the Participant prior to exercising the Option, in a combination of cash and
such Shares or on such other terms and conditions as the Committee may approve.
The value of any Share delivered in payment of the Option Price shall be its
Fair Market Value on the date the Option is exercised.
6.5 LIMITATION APPLICABLE TO ISOS. The aggregate Fair Market Value,
determined as of the date the related Share Option is granted, of all Shares
with respect to which ISOs are exercisable for the first time by a Participant
in any one calendar year, under this Plan or any other share option plan
maintained by the Company, shall not exceed $100,000.
7. SHARE APPRECIATION RIGHTS.
7.1 GENERAL. The Committee may, in its discretion, grant SARs to
Participants who have received a Share Option Award. The SARs may relate to such
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number of Shares, not exceeding the number of Shares that the Participant may
acquire upon exercise of a related Share Option, as the Committee determines in
its discretion. Upon exercise of a Share Option by a Participant, the SAR
relating to the Share covered by such exercise shall terminate. Upon termination
or expiration of a Share Option, any unexercised SAR related to that Option
shall also terminate. Upon exercise of SARs, such rights and the related Share
Options, to the extent of an equal number of Shares shall be surrendered to the
Committee, and such SARs and the related Share Options shall terminate.
7.2 AWARD. Upon a Participant's exercise of some or all of the
Participant's SARs, the Participant shall receive an amount equal to the value
of the Share Appreciation for the number of SARs exercised, payable in cash,
Shares, Restricted Shares, or a combination thereof, at the discretion of the
Committee.
7.3 FORM OF SETTLEMENT. The Committee shall have the discretion to
determine the form in which payment of an SAR will be made, or to permit an
election by the Participant to receive cash in full or partial settlement of the
SAR. Unless otherwise specified in the grant of the SAR, if a Participant
exercises an SAR during the sixty (60) day period commencing on the date of a
Change in Control, the form of payment of such SAR shall be cash, provided that
such SAR was granted at least six (6) months prior to the date of exercise, and
shall be Shares if such SAR was granted six (6) months or less prior to the date
of the exercise. Settlement for exercised SARs may be deferred by the Committee
in its discretion to such date and under such terms and conditions as the
Committee may determine.
7.4 RESTRICTIONS ON CASH EXERCISE. Except in the case of an SAR that
was granted at least six (6) months prior to exercise and is exercised for cash
during the sixty (60) day period commencing on the date of the Change in
Control, any election by a Participant to receive cash in full or partial
settlement of the SAR, as well as any exercise by a Participant of the
Participant's SAR for such cash, shall be made only during the period beginning
on the third business day following the date of release of the quarterly or
annual summary statements of sales and earnings and ending on the twelfth
business day following such date.
7.5 RESTRICTIONS. An SAR is only vested, exercisable and transferable
during the period when the Share Option to which it is related is also vested,
exercisable and transferable, respectively. If the Participant is a person
subject to Section 16 of the Exchange Act, the SAR may not be exercised within
six (6) months after the grant of the related Share Option, unless otherwise
permitted by law.
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<PAGE>
8. EXERCISE PAYMENTS.
The Committee may grant to Participants holding Share Options the right
to receive payments in connection with the exercise of a Participant's Share
Options ("Exercise Payments") relating to such number of Shares covered by such
Share Options, and subject to such restrictions and pursuant to such other terms
as the Committee may determine. Exercise Payments shall be in an amount
determined by the Committee in its discretion, which amount shall not be greater
than 60% of the excess of the Fair Market Value (as of the date of exercise)
over the Option Price of the Shares acquired upon the exercise of the Option. At
the discretion of the Committee, the Exercise Payment may be made in cash,
Shares, including Restricted Shares, or a combination thereof.
9. GRANTS OF SHARES.
9.1 AWARDS. The Committee may grant, either alone or in addition to
other awards granted under this Plan, Shares (including Restricted Shares) to
such Participants as the Committee authorizes and under such terms (including
the payment of a purchase price) as the Committee establishes. The Committee, in
its discretion, may also make a cash payment to a Participant granted Shares or
Restricted Shares under this Plan to allow such Participant to satisfy tax
obligations arising out of receipt of such Shares or Restricted Shares.
9.2 RESTRICTED SHARE AWARD. Awards of Restricted Shares shall be
subject to such terms and conditions as are established by the Committee. Such
terms and conditions may include, but are not limited to, the requirement of
continued service with the Company, achievement of specified business objectives
and other measurements of individual or business unit performance, the manner in
which such Restricted Shares are held, the extent to which the holder of such
Restricted Shares has rights of a shareholder and the circumstances under which
such Restricted Shares shall be forfeited. The Participant shall not be
permitted to sell, assign, transfer, pledge or otherwise encumber Shares
received pursuant to this Section 9 prior to the date on which any applicable
restriction established by the Committee lapses. The Participant shall have,
with respect to Restricted Shares, all of the rights of a shareholder of the
Company, including the right to vote the Restricted Shares and the right to
receive any dividends, unless the Committee shall otherwise in the grant of such
Restricted Shares. Restricted Shares may not be sold or transferred by the
Participant until any restrictions that have been established by the Committee
have lapsed. Upon the termination of employment of a Participant who is an
Employee during the period any restrictions are in effect, all Restricted Shares
shall be forfeited without compensation to the Participant unless otherwise
provided in the grant of such Restricted Shares.
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<PAGE>
10. PERFORMANCE AWARDS.
The Committee may grant, either alone or in addition to other awards
granted under this Plan, awards of Shares based on the attainment, over a
specified period, of individual performance targets or other parameters to such
Participants as the Committee authorizes and under such terms as the Committee
establishes. Performance Awards shall entitle the Participant to receive an
award if the measures of performance established by the Committee, are met. The
Committee, shall determine the times at which Performance Awards are to be made
and all conditions of such awards. The Participant shall not be permitted to
sell, assign, transfer, pledge or otherwise encumber Shares received pursuant to
this Section 10 prior to the date on which any applicable restriction or
performance period established by the Committee lapses. Performance Awards may
be paid in Shares, Restricted Shares, or other securities of the Company, cash
or any other form of property that the Committee shall determine. Unless
otherwise provided in the Performance Award, a Participant who is an Employee
must be an Employee at the end of the performance period in order to receive a
Performance Award, unless the Participant dies, has reached Retirement or incurs
a Disability or under such other circumstances as the Committee may determine.
11. GENERAL PROVISIONS.
11.1 Any assignment or transfer of any awards granted under this Plan
may be effected only if such assignment or transfer does not violate the terms
of the award.
11.2 Nothing contained herein shall require the Company to segregate
any monies from its general funds, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any
Participant for any year.
11.3 Participation in this Plan shall not affect the Company's right to
discharge a Participant or constitute an agreement of employment between a
Participant and the Company.
11.4 This Plan shall be interpreted in accordance with, and the
enforcement of this Plan shall be governed by, the laws of The Bahamas, subject
to any applicable United States federal or state securities laws.
11.5 The headings preceding the text of the sections of this Plan have
been inserted solely for convenience of reference and do not affect the meaning
or interpretation of this Plan.
12. AMENDMENT, SUSPENSION, OR TERMINATION.
12.1 GENERAL RULE. Except as otherwise required under applicable
rules of a Nasdaq Market or a securities exchange or other market where the
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where the securities of the Company are traded or applicable law, the Board may
suspend, terminate or amend this Plan, including but not limited to such
amendments as may be necessary or desirable resulting from changes in the United
States federal income tax laws and other applicable laws without the approval of
the Company's shareholders or Participants; provided, however, that no such
action shall adversely affect any awards previously granted to a Participant
without the Participant's consent.
12.2 COMPLIANCE WITH RULE 16b-3. With respect to any person subject to
Section 16 of the Exchange Act, transactions under this Plan are intended to
comply with the requirements of Rule 16b-3 under the Exchange Act, as applicable
during the term of this Plan. To the extent that any provision of this Plan or
action of the Committee or its delegates fail to so comply, it shall be deemed
null and void.
13. EFFECTIVE DATE AND DURATION OF PLAN.
This Plan shall be effective on August 15, 1996. No award shall be
granted under this Plan subsequent to August 15, 2006.
14. TAX WITHHOLDING.
The Company shall have the right to (i) make deductions from any
settlement of an award, including delivery or vesting of Shares, or require that
Shares or cash, or both, be withheld from any award, in each case in an amount
sufficient to satisfy withholding of any foreign, federal, state or local taxes
required by law or (ii) take such other action as may be necessary or
appropriate to satisfy any such withholding obligations. The Committee may
determine the manner in which such tax withholding shall be satisfied, and may
permit Shares (rounded up to the next whole number) to be used to satisfy
required tax withholding based on the Fair Market Value of such Shares as of the
Settlement Date of the applicable award.
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EXHIBIT 5
HARRY B. SANDS AND COMPANY
Chambers
Shirley House 50 Shirley Street
Nassau, The Bahamas
November 10, 1997
MAILING ADDRESS: TELEPHONES:
(242) 322-2670
P.O. Box N-624 322-2671
Nassau, Bahamas 326-8143
326-8241
Steiner Leisure Limited
Suite 104A
Saffrey Square, Nassau, The Bahamas
Re: 1,055,000 Common Shares of Steiner Leisure Limited to be offered
pursuant to Form S-8 Registration Statement
Sirs:
We have acted as Bahamian counsel to Steiner Leisure Limited, a company
incorporated under the laws of the Commonwealth of The Bahamas (the "Company"),
in connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission ("SEC") this
date under the Securities Act of 1933, as amended (the "Act"), for the
registration of 1,055,000 common shares of (U.S.) $.01 par value of the Company
(the "Shares") issuable upon the exercise of options available for grant under
the Company's Amended and Restated 1996 Share Option and Incentive Plan (the
"Plan").
In that connection, we have examined originals or copies certified or otherwise
identified to our satisfaction of: (i) the Registration Statement, including all
exhibits thereto, as filed with the SEC; (ii) the Amended and Restated
Memorandum of Association and Amended and Restated Articles of Association of
the Company; and (iii) such other documents, corporate records and other
instruments as we have deemed necessary for the purpose of this opinion. We have
also examined and are familiar with the proceedings taken by the Company to
authorize the issuance of the Shares, pursuant to the Plan.
Based on the foregoing, we are of the opinion as follows:
1. The Company is a validly existing corporation under the laws of The
Commonwealth of The Bahamas; and
2. The Shares registered under the Registration Statement which are
issuable upon the exercise of Share Options granted pursuant to the
Plan, will, if and when issued and delivered by the Company against
payment of consideration therefore and assuming the consideration
received for each Share is not less than the par value per share of
such Share, be validly issued, fully paid and non-assessable.
This opinion is limited to the laws of the Commonwealth of The Bahamas at the
date of this opinion, and no opinion is expressed as to the laws of any other
jurisdiction other than that of the Commonwealth of The Bahamas.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours Faithfully,
HARRY B. SANDS AND COMPANY
/s/ Harry B. Sands and Company
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EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our report
dated February 21, 1997, included in Steiner Leisure Limited's Form 10-K for
the year ended December 31, 1996, and to all references to our Firm included in
this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Miami, Florida
November 10, 1997
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