AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1998
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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NON-EMPLOYEE DIRECTORS' SHARE OPTION PLAN
(Full title of the Plan)
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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)
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COPY TO:
ROBERT C. BOEHM, P.A.
KELLEY DRYE & WARREN LLP
201 SOUTH BISCAYNE BOULEVARD
SUITE 2400
MIAMI, FLORIDA 33131
TELEPHONE: (305) 372-2434
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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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<S> <C> <C> <C> <C>
Common Shares, par value 185,625 shares $29.76 $5,523,834 $1,629
(U.S.) $.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 reorganization,
recapitalization, share split, share dividend, combination of shares,
issuance of rights or any other change in the capital or corporate
structure of the Company.
<PAGE>
(2) Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended,
represents 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 May 4, 1998 as reported on the Nasdaq National
Market.
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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 Non-Employee Directors' Share
Option 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, 1997 (the "1997 10-K"); and
(b) 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 judgements, fines and amounts
paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who -
(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
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<PAGE>
(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 judgements, 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.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement.
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<PAGE>
4.1 Amended and Restated Memorandum of Association of the Company
(incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the
Company's Registration Statement on Form F-1, Registration No.
333-5266)
4.2 Amended and Restated Articles of Association of the Company
(incorporated by reference to Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997)
4.3 Amended and Restated Non-Employee Directors' Share Option Plan
(incorporated by reference to Exhibit 10.7 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996)
*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 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; 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 6th day of
May, 1998.
STEINER LEISURE LIMITED
By:/S/ CLIVE E. WARSHAW
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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.
SIGNATURE TITLE(S) DATE
--------- -------- ----
/S/ CLIVE E. WARSHAW Chairman of the Board and Chief May 6, 1998
- ---------------------------- Executive Officer (Principal
Clive E. Warshaw Executive Officer)
/S/ LEONARD I. FLUXMAN Director, Chief Operating Officer May 6, 1998
- ---------------------------- and Chief Financial Officer and
Leonard I. Fluxman Authorized Representative in the
United States (Principal Financial
and Accounting Officer)
/S/ MICHELE STEINER WARSHAW Director May 6, 1998
- ----------------------------
Michele Steiner Warshaw
/S/ CHARLES D. FINKELSTEIN Director May 6, 1998
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Charles D. Finkelstein
/S/ JONATHAN D. MARINER Director May 6, 1998
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Jonathan D. Mariner
/S/ STEVEN J. PRESTON Director May 6, 1998
- ----------------------------
Steven J. Preston
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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 Amendment No. 2 to the
Company's Registration Statement on Form F-1, Registration No.
333-5266)
4.2 Amended and Restated Articles of Association of the Company
(incorporated by reference to Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997)
4.3 Amended and Restated Non-Employee Directors' Share Option Plan
(incorporated by reference to Exhibit 10.7 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996)
*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)
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* Filed herewith
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<PAGE>
EXHIBIT 5
<PAGE>
HARRY B. SANDS AND COMPANY
Chambers
Shirley House 50 Shirley Street
Nassau, The Bahamas
MAILING ADDRESS: TELEPHONES:
(242) 322-2670
P.O. Box N-624 322-2671
Nassau, Bahamas 326-8143
326-8241
May 11, 1998
Steiner Leisure Limited
Suite 104A
Saffrey Square, Nassau, The Bahamas
Re: 185,625 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 185,625 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 Non-Employee Directors' Share Option 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours Faithfully,
/s/ HARRY B. SANDS AND COMPANY
EXHIBIT 23.2
<PAGE>
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 20, 1998, included in Steiner Leisure Limited's Form 10-K for the
year ended December 31, 1997, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Miami, Florida,
May 11, 1998
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