As filed with the Securities and Exchange Commission on December 31, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------
STYLING TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
--------------------------
Delaware 75-2665378
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2390 East Camelback Road, Suite 435
Phoenix, Arizona 85016
(Address of Principal executive offices)(zip code)
--------------------------
STYLING TECHNOLOGY CORPORATION
1996 Stock Option Plan
(Full Title of the Plan)
--------------------------
Sam L. Leopold, Chief Executive Officer
2390 East Camelback Road, Suite 435, Phoenix, Arizona 85016
(602) 955-3353
(Telephone number, including area code, of agent for service)
--------------------------
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered(1) Per Share Price Registration Fee
------------- ------------- ---------------- ------------------ ----------------
Common Stock................. 15,000 shares $ 10.00 $ 150,000.00 $ 44.25
Common Stock................. 5,000 shares 11.875 59,375.00 17.52
Common Stock................. 25,000 shares 10.500 262,500.00 77.44
Common Stock................. 54,530 shares 9.25 504,402.50 148.80
Common Stock................. 12,500 shares 10.875 135,937.50 40.11
Common Stock................. 75,000 shares 11.375 853,125.00 251.68
Common Stock................. 212,970 shares 15.313(2) 3,261,209.61 962.06
-------------- ----------
Total........................ 400,000 shares $ 1,541.86
============== ==========
==========================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Styling Technology Corporation
1996 Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration which results in an increase in the number of outstanding
shares of Common Stock of Styling Technology Corporation.
(2) Calculated solely for purposes of this offering under Rules 457(c) and
457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales prices for shares of Common Stock of
Styling Technology Corporation on December 26, 1997, as reported on the
Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents or information have been filed by Styling
Technology Corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission") and are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) All other reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the documents of the Registrant referred to in
(a) above.
(c) The description of the Registrant's Common Stock, par value $0.0001 per
share, which is contained in the Registrant's Registration Statement on
Form 8-A (No. 0-21703) filed on November 8, 1996 and declared effective
November 12, 1996, including any amendments or reports filed for the
purpose of updating such descriptions.
All documents and information filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of the
securities offered under this Registration State ment 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 of this Registration Statement
as of the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is 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. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Article Eighth of the Company's Certificate of Incorporation (the
"Certificate"), the Company shall indemnify and advance expenses, to the fullest
extent permitted by the Delaware General Corporation Law to each person who is
or was a director, officer or employee of the Company, or who serves or served
any other enterprise or organization at the request of the Company (an
"Indemnitee"). In addition, the Company has adopted provisions in its Bylaws
that require the Company to indemnify its directors, officers, and certain other
representatives of the Company against expenses and certain other liabilities
arising out of their conduct on behalf of the Company to the maximum extent and
under all circumstances permitted by law.
Under Delaware law, to the extent that an Indemnitee is successful on the
merits or otherwise in defense of a suit
R-1
<PAGE>
or proceeding brought against him or her by reason of the fact that he or she is
or was a director, officer or employee of the Company, or serves or served any
other enterprise or organization at the request of the Company, the Company
shall indemnify him or her against expenses (including attorneys' fees) actually
and reasonably incurred in connection with such action.
An Indemnitee also may be indemnified under Delaware law against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement if
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the Company, and, with respect
to any criminal action, had no reasonable cause to believe his or her conduct
was unlawful.
An Indemnitee also may be indemnified under Delaware law against expenses
(including attorneys' fees) actually and reasonably incurred in the defense or
settlement of a suit by or in the right of the Company if he or she acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Company, except that no indemnification
may be made if the Indemnitee is adjudged to be liable to the Company, unless a
court determines that such Indemnitee is entitled to indemnification for such
expenses which the court deems proper.
Also under Delaware law, expenses incurred by an officer or director in
defending a civil or criminal action, suit or proceeding may be paid by the
Company in advance of the final disposition of the suit, action or proceeding
upon receipt of an undertaking by or on behalf of the officer or director to
repay such amount if it is ultimately determined that he or she is not entitled
to be indemnified by the Company. The Company may also advance expenses incurred
by other employees and agents of the Company upon such terms and conditions, if
any, that the Board of Directors of the Company deems appropriate.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to officers, directors or persons controlling the
Company pursuant to Delaware law or the Company's Certificate, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
- -------------- -----------
4.1 The Company's Certificate of Incorporation, as amended, filed
as Exhibits 3.1 and 3.2 to the Company's Form S-1 Registration
Statement (No. 333-12469) and incorporated herein by reference.
4.2 Specimen Stock Certificate filed as Exhibit 4.1 to the
Company's Form S-1 Registration Statement (No. 333-12469) and
incorporated herein by reference.
5 Opinion of O'Connor, Cavanagh, Anderson, Killingsworth &
Beshears, a Professional Association.
10 1996 Stock Option Plan filed as Exhibit 10.11 to the Company's
Registration Statement on Form S-1 (Registration No. 333-12469)
and incorporated herein by reference.
23.1 The consent of O'Connor, Cavanagh, Anderson, Killingsworth &
Beshears, a Professional Association, is contained in its
opinion filed as Exhibit 5 hereto.
R-2
<PAGE>
23.2 The consent of Independent Public Accountants.
24 Power of Attorney. Reference is made to page R-4 hereof.
Item 9. Undertakings.
1. 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; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
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 the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) do not apply if 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 Section 15(d) of the 1934 Act
that are incorporated by reference into the 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; and
(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
Styling Technology Corporation 1996 Stock Option Plan.
2. 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 Section 15(d) of the
1934 Act that is incorporated by reference into 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, 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.
R-3
<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 on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on December 29, 1997.
STYLING TECHNOLOGY CORPORATION
By/s/ Sam L. Leopold
-----------------------------------------------
Sam L. Leopold, Chairman of the Board and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Sam L. Leopold and
Richard R. Ross, and each of them, as his true and lawful attorney-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Sam L. Leopold Chairman of the Board of December 29, 1997
- -------------------------------- Directors and Chief Executive Officer
Sam L. Leopold (Principal Executive Officer)
/s/ Thomas M. Clifford President and Director December 31, 1997
- --------------------------------
Thomas M. Clifford
/s/ Richard R. Ross Chief Financial Officer, Treasurer, and December 29, 1997
- -------------------------------- Secretary (Principal Financial Officer)
Richard R. Ross
/s/ James A. Brooks Director December 29, 1997
- --------------------------------
James A. Brooks
/s/ Peter W. Burg Director December 30, 1997
- --------------------------------
Peter W. Burg
/s/ Michael H. Feinstein Director December 31, 1997
- --------------------------------
Michael H. Feinstein
Director
- --------------------------------
Sylvan Schefler
</TABLE>
R-4
EXHIBIT 5
December 31, 1997
Styling Technology Corporation
2390 E. Camelback Road, Suite 435
Phoenix, Arizona 85016
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
As special legal counsel to Styling Technology Corporation, a Delaware
corporation (the "Company"), we have assisted in the preparation of the
Company's Registration Statement on Form S-8 to be filed on December 31, 1997
with the Securities and Exchange Commission (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of 400,000 shares of common stock, par value $.0001 per share, of the Company
(the "Shares") issuable pursuant to the Company's 1996 Stock Option Plan (the
"Plan"). The facts, as we understand them, are set forth in the Registration
Statement.
With respect to the opinion set forth below, we have examined originals,
certified copies, or copies otherwise identified to our satisfaction as being
true copies, only of the following:
A. The Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware on June 29, 1995, and amended on
September 23, 1996;
B. The Bylaws of the Company, as amended through the date hereof;
C. Resolutions of the Board of Directors of the Company dated September 19,
1996 adopting the Plan;
D. Minutes of the September 19, 1996 Meeting of Stockholders of the
Company, at which the stockholders approved the Plan as adopted by the Board of
Directors; and
E. The Registration Statement.
<PAGE>
Styling Technology Corporation
December 31, 1997
Page 2
Subject to the assumptions that (i) the documents and signatures examined
by us are genuine and authentic and (ii) the persons executing the documents
examined by us have the legal capacity to execute such documents, and subject to
the further limitations and qualifications set forth below, it is our opinion
that the Shares, when issued and sold in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable.
Please be advised that we are members of the State Bar of Arizona, and our
opinion is limited to the legality of matters under the laws of the State of
Arizona and the General Corporation Laws of the State of Delaware. Further, our
opinion is based solely upon existing laws, rules and regulations, and we
undertake no obligation to advise you of any changes that may be brought to our
attention after the date hereof.
We hereby expressly consent to any reference to our firm in the
Registration Statement, inclusion of this Opinion as an exhibit to the
Registration Statement, and to the filing of this Opinion with any other
appropriate governmental agency.
Very truly yours,
/s/ O'Connor, Cavanagh, Anderson
Killingsworth & Beshears, a Professional
Association
<PAGE>
EXHIBIT 23
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated March
21, 1997 and June 20, 1997 covering Styling Technology Corporation (Styling) and
U.K. Abba Products, Inc., respectively, included in Styling's Annual Report on
Form 10-K for the year ended December 31, 1996, and Current Report on Form
8-K/A, filed July 29, 1997, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona
December 15, 1997.
