Registration No. 333-________
As filed with the Securities and Exchange Commission on February 5, 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 Non-Employee Directors Equity Incentive Program
(Full Title of the Plan)
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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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<TABLE>
CALCULATION OF REGISTRATION FEE
=======================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be Registered Registered (1) Price Per Share (2) Price Registration Fee
=======================================================================================
- ---------------------------------------------------------------------------------------
Class A
Common Stock
(par value $.01 400,000 shares $12.625 $5,050,000 $1,530.30
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 dated
January 29, 1997.
</TABLE>
<PAGE>
PART I
Item 1. Plan Information
This Registration Statement relates to the registration of 400,000
shares of Class A Common Stock, $.01 par value per share, of CARSON, INC. (the
"Registrant") awarded under the Carson, Inc., 1996 Non-Employee Directors Equity
Incentive Program (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 2Registrant 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 Prospectus dated October 14, 1996 as filed
under Rule 424(b)(4) which includes:
1. The consolidated balance sheets of the Company's predecessor and
its subsidiaries as of March 31, 1994 and 1995 and the related
consolidated statements of income, changes in shareholders' equity and
cash flows for each of the years ended March 31, 1994 and 1995 and for the
period from April 1, 1995 to August 22, 1995.
2. The consolidated balance sheet of the Company and its
subsidiaries as of March 31, 1996 and the related consolidated statements
of operations, changes in stockholders' equity and cash flows for the
period from August 23, 1995 to March 31, 1996.
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(b) 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 (Commission File No. 00112271) filed by the
Registrant on October 7, 1996 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(c) 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
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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 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.)
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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.)
4.1 Carson, Inc. 1996 Non-Employee Directors Equity Incentive Program.
(Incorporated by reference to Exhibit 3.2 of the Registrant's Regis-
tration 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 Price Waterhouse LLP
23.3 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
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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 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 5th day of February, 1997.
CARSON, INC.
By: /s/ Dr. Leroy Keith
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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 February 5, 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
Lawrence E. Bathgate, II Director
/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/ Bradford N. Creswell Executive Vice President of Finance
Bradford N. Creswell and Chief Financial Officer
(principal financial and accounting
officer)
/s/ Jack Kemp Director
Jack Kemp
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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 Non-Employee Directors Equity Incentive
Program (Incorporated by reference to Exhibit 10.14 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 Price Waterhouse LLP
23.3 ...... Consent of Deloitte & Touche LLP
24 ........ Powers of Attorney (included in the Signature Page)
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February 5, 1997
Carson, Inc.
64 Ross Road
Savannah, Georgia 31405
Ladies and Gentlemen:
We have acted as special counsel 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 400,000 shares of Class A Common Stock of
the Company ("Common Stock") issuable under the Carson, Inc. 1996 Non- Employee
Directors Equity Incentive Program (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 originals and (iii) the
conformity with authentic original documents of all 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.
<PAGE>
- 2 -
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.
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,
MILBANK, TWEED, HADLEY & McCLOY
ABP/RBW
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 8, 1995 relating to the financial
statements of Aminco, Inc., and Subsidiaries, appearing on page F-16 of the
Carson, Inc. Registration Statement on Form S-1, including information filed
pursuant to Rule 424(b) on October 14, 1996.
PRICE WATERHOUSE LLP
Atlanta, Georgia
February 4, 1997
EXHIBIT 23.3
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of Carson, Inc. on Form S-8 of our reports (i) dated August 2, 1996 on the
consolidated financial statements of Aminco, Inc. and (ii) dated June 21, 1996
(October 8, 1996 as to Note 14) on the consolidated financial statements of
Carson, Inc., appearing in the Prospectus dated October 14, 1996 of Carson, Inc.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
January 30, 1997
