Registration No. 333-________
As filed with the Securities and Exchange Commission on October 10, 1997
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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CARSON, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-142-8605
(State of Incorporation) (IRS Employer
Identification No.)
64 Ross Road
Savannah, Georgia 31405
(Address of Principal Executive Offices)
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Carson, Inc.
1996 Long-Term Incentive Plan
(Full Title of the Plan)
----------------
Dr. Leroy Keith Copies to:
Chairman of the Board Lawrence Lederman, Esq.
and Chief Executive Officer Arnold B. Peinado, III, Esq.
CARSON, INC. Milbank, Tweed, Hadley & McCloy
64 Ross Road 1 Chase Manhattan Plaza
Savannah, Georgia 31405 New York, New York 10005
(912) 651-3400 (212) 530-5000
(Name, Address and Telephone
Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registra
to be Registered Registered(1) Price Per Share(2) Price tion Fee
================================================================================
- --------------------------------------------------------------------------------
Class A
Common Stock
par value $.01 600,000 shares $6,225,000 $10.3750 $1,886.36
per share)
================================================================================
(1) Pursuant to Rule 457(h)(1) of the Securities and Exchange Commission
under the Securities Act of 1933, the amount of the registration fee
has been computed with respect to the maximum number of shares issuable
under the plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
prices reported on the New York Stock Exchange Composite Transactions
Tape on October 8, 1997.
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PART I
Item 1. Plan Information
This Registration Statement relates to the registration of
600,000 shares of Class A Common Stock, $.01 par value per share, of CARSON,
INC. (the "Registrant") awarded under the Carson, Inc. 1996 Long-Term Incentive
Plan (the "Plan"). Documents containing the information required by Part I of
the Registration Statement will be sent or given to participants in the Plan as
specified by Rule 428(b). Such documents are not filed with the Securities and
Exchange Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual Information
The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such Prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Secretary, Carson, Inc., 64 Ross Road, Savannah,
Georgia 31405 (telephone: 912-651-3400).
Part II
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration Statement:
(a) The Registrant's Transition Report on Form 10-K/A for the
fiscal period from April 1, 1996 to December 31, 1996.
(b) The Registrant's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1997 and June 30, 1997; and the Registrant's Current
Report on Form 8-K/A3 dated October 9, 1997
(c) The description of the Common Stock of the Registrant
contained in the Registration Statement on Form S-1, and amendments thereto
(Commission File No. 333- 10191), filed by the Registrant under the Securities
Act of 1933 with the SEC on August 15, 1996 and incorporated by reference into
the Registration Statement on Form 8-A
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(Commission File No. 00112271) filed by the Registrant on October 7, 1996
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(d) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and/or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment to this Registration Statement
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 herein and to be a part hereof from the date of filing
of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is incorporated or 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 a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, inter
alia, generally empowers a Delaware corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is
or was a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expense (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by independent legal counsel in a written
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opinion that indemnification is proper because the indemnitee has met the
applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
The Registrant's Restated Certificate of Incorporation
provides that, to the fullest extent permitted by Delaware law, no director of
the Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duties as a director. The effect of
these provisions is to eliminate the rights of the Registrant and its
stockholders (through stockholders' derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from grossly
negligent conduct). This provision does not exonerate the directors from
liability under Federal securities laws nor does it limit the availability of
non-monetary relief in any action or proceeding against a director. In addition,
the Restated Certificate of Incorporation provides that the Registrant shall, to
the fullest extent permitted by Delaware Law, indemnify its officers and
directors against liabilities, cost and expenses as provided by Delaware Law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or others pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
3.1 Restated Certificate of Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S- 1, as amended (Commission
File No. 333-10191), filed under the Securities Act of 1933,
as amended, with the Commission on August 15, 1996.)
3.2 Bylaws of the Registrant. (Incorporated by reference to
Exhibit 3.2 of the Registrant's Registration Statement on Form
S-1, as amended (Commission File No. 333-10191), filed under
the Securities Act of 1933, as amended, with the Commission on
August 15, 1996.)
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4.1 Carson, Inc. 1996 Long-Term Incentive Plan. (Incorporated by reference
to Exhibit 10.13 of the Registrant's Registration Statement on Form S-1, as
amended (Commission File No. 333-10191), filed under the Securities Act of 1933,
as amended, with the Commission on August 15, 1996.)
5 Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of the
Common Stock registered hereby.
23.1 Consent of Milbank, Tweed, Hadley & McCloy (contained in the opinion
included as Exhibit 5).
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney (included on signature pages).
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 1993;
(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 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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
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Statement or any material change to such information in this Registration
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
this Registration Statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this 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 unallocated at the termination
of the Plan;
4. 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 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; and
5. 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 foregoing provisions, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
CARSON, INC. 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 Savannah, Georgia on the 9th day of October, 1997.
CARSON, INC.
By: /s/ Dr. Leroy Keith
---------------------------
Dr. Leroy Keith
Chairman of the Board
and Chief Executive Officer
Each person whose individual signature appears below hereby
makes, constitutes and appoints Dr. Leroy Keith to sign for such person and in
such person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on October 9, 1997 by the
following persons in the capacities indicated:
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Name Title
/s/ Dr. Leroy Keith
- ------------------- Chairman of the Board, Director
Dr. Leroy Keith and Chief Executive Officer
/s/ Joyce M. Roche
- ------------------- Director; President;
Joyce M. Roche Chief Operating Officer
/s/ Dennis E. Smith
- ------------------- Director; Executive Vice
Dennis E. Smith President of Sales
/s/ Lawrence E. Bathgate, II
- ---------------------------- Director
Lawrence E. Bathgate, II
/s/ Abbey J. Butler
- ---------------------------- Director
Abbey J. Butler
/s/ Suzanne DePasse
- ---------------------------- Director
Suzanne DePasse
/s/ Melvyn J. Estrin
- ---------------------------- Director
Melvyn J. Estrin
/s/ James L. Hudson
- ---------------------------- Director
James L. Hudson
/s/ John L. Sabre
- --------------------------- Director
John L. Sabre
/s/ Vincent A. Wasik
- --------------------------- Director
Vincent A. Wasik
/s/ Robert W. Pierce
- --------------------------- Executive Vice President of Finance
Robert W. Pierce and Chief Financial Officer
(principal financial and accounting
officer)
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EXHIBIT INDEX
Exhibit
No. Document
- ------- ----------------------------------------------------------------------
3.1 Restated Certificate of Incorporation of the Registrant (Incorporated
by reference to Exhibit 3.1 of the Registrant's Registration Statement
on Form S-1, as amended (Commission File No. 333- 10191), filed with
the SEC on August 15, 1996)
3.2 Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 of
the Registrant's Registration Statement on Form S-1, as amended
(Commission File No. 333-10191), filed with the SEC on August 15,
1996)
4.1 Carson, Inc. 1996 Long-Term Incentive Plan (Incorporated by reference
to Exhibit 10.13 of the Registrant's Registration Statement on Form
S-1, as amended (Commission File No. 333-10191), filed with the SEC on
August 15, 1996)
5 Opinion of Milbank, Tweed, Hadley & McCloy
23.1 Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Coopers & Lybrand LLP
24 Powers of Attorney (included in the Signature Page)
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October 3, 1997
Carson, Inc.
64 Ross Road
Savannah, Georgia 31405
Ladies and Gentlemen:
We have acted as special council for Carson, Inc., a Delaware corporation
(the "Company"), in connection with the registration by the Company under the
Securities Act of 1933, as amended, of 600,000 shares of Class A Common Stock of
the Company ("Common Stock") issuable under the Carson, Inc. 1996 Long-Term
Incentive Plan (the "Plan") under a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission").
In rendering the opinions hereinafter expressed, we have examined originals
or copies certified or otherwise identified to our satisfaction of all such
records of the Company, agreements and other instruments, certificates of public
officials, certificates of officers and representatives of the Company and such
other documents as we have deemed necessary as a basis for the opinions
expressed below. In our examination we have assumed (and have not verified) (i)
that the signatures on all documents which we have examined are genuine, (ii)
the authenticity of all documents submitted to us as copies and (iii) the
conformity with authentic original documents submitted to us as copies. As to
various questions of fact material to such opinions we have, when relevant facts
were not independently established, relied upon certifications of officers of
the Company and other appropriate persons.
Based on the foregoing, and having regard to legal considerations we
deem relevant, we are of the opinion that when said shares of Common Stock have
been registered under the Securities Act of 1933, as amended, and when the
Company has received the consideration to be received for said shares in
accordance with the provisions of the Plan and said shares of Common Stock have
been issued as provided under the Plan, said shares of Common Stock will be duly
authorized, validly issued and outstanding, fully paid and nonassessable, with
no personal liability attaching to the ownership thereof.
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(2)
The foregoing opinions are limited to matters involving the federal laws of
the United States of America, the general corporate law of the State of Delaware
and the laws of the State of New York, and we do not express any opinion as to
the laws of any other jurisdiction.
This opinion is addressed to you solely in connection with the matters
referred to herein and is not to be relied upon by any other person, except the
New York Stock Exchange and the Commission, or for any other purpose.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and further consent to the use of our name wherever it
appears in the Registration Statement and any amendment thereto and the
Prospectus relating thereto.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy
MILBANK, TWEED, HADLEY & McCLOY
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of Carson, Inc. on Form S-8 of our report dated March 7, 1997 (June 30, 1997 as
to Note 15) (which expresses an unqualified opinion and includes and explanatory
paragraph relating to the Company's change in its method of accounting for
inventories and the related retroactive restatement of the consolidated
financial statements), appearing in the Annual Report on Form 10-K/A of Carson,
Inc. for the transition period from April 1, 1996 to December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
October 7, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated May 8, 1995, except as to the
accounting change described in Note 15 which is as of June 30, 1997, which
appears on page 24 of Item 8 of the Carson, Inc. Annual Report on Form 10-K/A
for the transition period from April 1, 1996 to December 31, 1996. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 47 of such Form 10-K/A.
Price Waterhouse LLP
Atlanta, Georgia
October 6, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Carson, Inc. on Form S-8 of our report, which includes and explanatory
paragraph and which discusses the manner of presentation of the statement of net
assets sold and statement of net sales, cost of sales and direct operating
expenses of the Cutex brands of Chesebrough-Pond's USA Co., dated July 14, 1997,
on our audits of the financial statements of the Cutex brands of
Chesebrough-Pond's USA Co. as of December 31, 1996 and 1995, and for the years
ended December 31, 1996 and 1995 which report is included on Form 8-K/A.
COOPERS & LYBRAND LLP
Stamford, Connecticut
October 9, 1997
