<PAGE>
As filed with the Securities and Exchange Commission on November 13, 1998
Registration Statement No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NATROL, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 95-3560780
(State of Incorporation) (I.R.S. Employer Identification No.)
21411 Prairie Street
Chatsworth, California 91311
(818) 739-6000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
NATROL, INC. AMENDED AND RESTATED 1996 STOCK OPTION AND GRANT PLAN
(Full Title of the Plan)
------------------------
Elliott Balbert
Chief Executive Officer
NATROL, INC.
21411 Prairie Street
Chatsworth, California 91311
(818) 739-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
With copy to:
John R. LeClaire, P.C.
Goodwin, Procter & Hoar llp
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Being Amounts to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 500,000 $ 1.875(2) $ 937,500 $ 261.00
per share 200,000 2.10(2) 420,000 117.00
280,000 10.40(2) 2,912,000 810.00
125,000 11.25(2) 1,406,250 391.00
40,000 13.00(2) 520,000 145.00
625,000 10.3125(3) 6,445,313 1,792.00
--------- ------------- ----------
1,770,000 $ 12,641,063 $ 3,516.00
</TABLE>
(1) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock, par value $.01 per share, of Natrol,
Inc. (the "Common Stock") as may be required pursuant to the Natrol, Inc.
Amended and Restated 1996 Stock Option and Grant Plan (the "Option Plan")
in the event of a stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock under the Option Plan or other
similar event.
(2) Determined pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act").
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purposes of determining the amount of the registration
fee. The registration fee is based upon the average of the high and low
prices for the Registrant's Common Stock, par value $.01 per share, as
reported on the Nasdaq National Market on November 10, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Natrol, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):
(a) the Registrant's Prospectus dated July 22, 1998 as filed with the
Commission on July 22, 1998 pursuant to Rule 424(b) under the
Securities Act (the "Prospectus");
(b) all other reports filed with the Commission by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since July 22, 1998; and
(c) the description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, dated July 2, 1998, as filed with
the Commission on July 2, 1998 pursuant to Section 12(g) of the
Exchange Act and any amendments or reports filed for the purpose of
updating such description.
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 6. Indemnification of Directors and Officers.
In accordance with Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL"), Article VII of the Registrant's Third Amended and
Restated Certificate of Incorporation (the "Certificate") provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition, the Certificate provides that if the
DGCL is amended to authorize the further elimination or limitation of the
personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
DGCL, as so amended.
Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Registrant of its officers and certain
non-officer employees under certain circumstances against expenses (including
attorneys fees, judgments, fines and amounts paid in settlement) reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceeding in which any such person is involved by reason of
the fact that such person is or was an officer or an employee of the Registrant
if such person 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 Registrant, and, with
respect to criminal actions or proceedings, that such person had no reasonable
cause to believe his or her conduct was unlawful.
2
<PAGE>
The Registrant has entered into indemnification agreements with each of its
directors reflecting the foregoing provisions of its By-laws and requiring the
advancement of expenses in proceedings involving such directors in most
circumstances.
The Stock Purchase and Shareholders Agreement, filed as Exhibit 2.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-52109), provides
for indemnification by the Registrant of certain of its existing principal
stockholders and the controlling persons of such stockholders (one of whom is a
director of the Registrant) against claims and liabilities, including claims and
liabilities arising under the securities laws.
Under Section 10 of the Underwriting Agreement filed as Exhibit 1.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-52109), the
Underwriters (as defined therein) have agreed to indemnify, under certain
conditions, the Registrant, its directors, certain officers and persons who
control the Registrant within the meaning of the Securities Act against certain
liabilities.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibits
4.1 Third Amended and Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.4 to Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-52109),
as filed with the Commission on July 2, 1998)
4.2 Amended and Restated By-laws (incorporated herein by reference to
Exhibit 3.6 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-52109), as filed with the
Commission on July 2, 1998)
* 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
* 23.2 Consent of Ernst & Young LLP
* 23.3 Consent of Farber & Hass LLP
24.1 Powers of Attorney (included on signature pages to this Registration
Statement)
99.1 Natrol, Inc. Amended and Restated 1996 Stock Option and Grant Plan
(incorporated herein by reference to Exhibit 10.2 to Amendment No. 2
to the Registrant's Registration Statement on Form S-1 (File No.
333-52109), as filed with the Commission on July 2, 1998)
- --------------------
* Filed herewith.
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;
(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
3
<PAGE>
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 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 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 paragraphs (a)(1)(i) and (a)(1)(ii) herein 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 undersigned registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in 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 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
(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 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 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Natrol, 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
Chatsworth, California on this 13th day of November, 1998.
NATROL, INC.
By: /s/ Elliott Balbert
----------------------------------------
Elliott Balbert
Chairman of the Board, Chief Executive
Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Elliott Balbert and Dennis R. Jolicoeur
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's 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 all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ ----
<S> <C> <C>
/s/ Elliott Balbert Chairman of the Board, Chief November 13, 1998
- ------------------------ Executive Officer, President and
Elliott Balbert Director (Principal Executive Officer)
/s/ Dennis R. Jolicoeur Chief Financial Officer, Executive Vice November 13, 1998
- ------------------------ President and Director (Principal Financial
Dennis R. Jolicoeur Officer and Principal Accounting Officer)
/s/ Norman Kahn Director November 13, 1998
- ------------------------
Norman Kahn
/s/ David Laufer Director November 13, 1998
- ------------------------
David Laufer
/s/ P. Andrews McLane Director November 13, 1998
- ------------------------
P. Andrews McLane
</TABLE>
S-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
<S> <C>
4.1 Third Amended and Restated Certificate
of Incorporation (incorporated herein by
reference to Exhibit 3.4 to Amendment
No. 2 to the Registrant's Registration
Statement on Form S-1 (File No.
333-52109), as filed with the Commission
on July 2, 1998)
4.2 Amended and Restated By-laws
(incorporated herein by reference to
Exhibit 3.6 to Amendment No. 2 to the
Registrant's Registration Statement on
Form S-1 (File No. 333-52109), as filed
with the Commission on July 2, 1998)
* 5.1 Opinion of Goodwin, Procter & Hoar LLP
as to the legality of the securities
being registered
23.1 Consent of Goodwin, Procter & Hoar LLP
(included in Exhibit 5.1)
* 23.2 Consent of Ernst & Young LLP
* 23.3 Consent of Farber & Hass LLP
24.1 Powers of Attorney (included on signature pages to
this Registration Statement)
99.1 Natrol, Inc. Amended and Restated 1996
Stock Option and Grant Plan
(incorporated herein by reference to
Exhibit 10.2 to Amendment No. 2 to the
Registrant's Registration Statement on
Form S-1 (File No. 333-52109), as filed
with the Commission on July 2, 1998)
</TABLE>
- --------------------
* Filed herewith.
<PAGE>
EXHIBIT 5.1
November 13, 1998
Natrol, Inc.
21411 Prairie Street
Chatsworth, California 91311
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Natrol, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933 of a Registration Statement
on Form S-8 (the "Registration Statement") relating to 1,770,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share (the "Common
Stock"), which the Company is authorized to issue pursuant to the Natrol, Inc.
Amended and Restated 1996 Stock Option and Grant Plan (the "Option Plan").
As counsel for the Company, we have examined a copy of the Option Plan and
the Company's Third Amended and Restated Certificate of Incorporation and the
Amended and Restated By-laws, each as presently in effect, and such records,
certificates and other documents of the Company as we have deemed necessary or
appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, when the Shares are
sold and paid for pursuant to the terms of the Option Plan, the Shares will be
legally issued, fully paid and non-assessable by the Company under the General
Corporation Law of the State of Delaware.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
--------------------------------
GOODWIN, PROCTER & HOAR LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference herein of our report dated
April 13, 1998 with respect to the financial statements of Natrol, Inc. for the
years ended December 31, 1995, 1996 and 1997 included in the Registrant's
Prospectus dated July 22, 1998 as filed with the Securities and Exchange
Commission, for purposes of the Registration Statement (Form S-8) and related
Prospectus of Natrol, Inc. for the registration of 1,770,000 shares of its
common stock authorized pursuant to the Natrol, Inc. Amended and Restated 1996
Stock Option and Grant Plan.
/s/ Ernst & Young LLP
Woodland Hills, California
November 9, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference herein of our report dated
April 17, 1998 with respect to the financial statements of Pure-Gar, L.P. for
the years ended December 28, 1996 and December 27, 1997 included in the
Registrant's Prospectus dated July 22, 1998 as filed with the Securities and
Exchange Commission, for purposes of the Registration Statement (Form S-8) and
related Prospectus of Natrol, Inc. for the registration of 1,770,000 shares of
its common stock authorized pursuant to the Natrol, Inc. Amended and Restated
1996 Stock Option and Grant Plan.
/s/ Farber & Hass LLP
Oxnard, California
November 11, 1998
