<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1998
Registration Statement No. 333-
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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. 1998 EMPLOYEE STOCK PURCHASE 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 $.01 225,000 shares $ 11.1875 (2) $ 2,517,187.50 $ 762.78
per share
============================== ================== ======================= ========================== ====================
</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. 1998 Employee Stock Purchase Plan (the "Purchase Plan") in the
event of a stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock under the Purchase Plan or other
similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933 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 a share of Common Stock, as reported on
the Nasdaq National Market on August 26, 1998.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Introductory Note to Part I of Form S-8.
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 21, 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 4. Description of Securities.
Not Applicable.
2
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Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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.
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 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
3
<PAGE>
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
24.1 Powers of Attorney (included on signature pages to this
Registration Statement) 99.1 Natrol, Inc. 1998 Employee Stock
Purchase Plan (incorporated herein by reference to
Exhibit 10.3 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 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
4
<PAGE>
(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.
5
<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 31st day of August, 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 August 31, 1998
- ------------------------------------ Executive Officer, President and
Elliott Balbert Director (Principal Executive Officer)
/S/ DENNIS R. JOLICOEUR Chief Financial Officer, Executive Vice August 31, 1998
- ------------------------------------ President and Director (Principal Financial
Dennis R. Jolicoeur Officer and Principal Accounting Officer)
/S/ NORMAN KAHN Director August 31, 1998
- ------------------------------------
Norman Kahn
/S/ DAVID LAUFER Director August 31, 1998
- ------------------------------------
David Laufer
/S/ P. ANDREWS MCLANE Director August 31, 1998
- ------------------------------------
P. Andrews McLane
</TABLE>
6
<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
24.1 Powers of Attorney (included on signature pages to this
Registration Statement)
99.1 Natrol, Inc. 1998 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.3 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.
7
<PAGE>
EXHIBIT 5.1
August 31, 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, as amended (the "Act"), of
a Registration Statement on Form S-8 (the "Registration Statement") relating to
225,000 shares of Common Stock, par value $.01 per share (the "Shares"), which
the Company is authorized to issue pursuant to the Natrol, Inc. 1998 Employee
Stock Purchase Plan ("the Purchase Plan").
In connection with rendering this opinion, we have examined the Third
Amended and Restated Certificate of Incorporation and the Amended and Restated
By-Laws of the Company; such records of the corporate proceedings of the Company
as we deemed material; the Registration Statement and the prospectus contained
therein (the "Prospectus"); and such other certificates, receipts, records and
documents as we considered necessary for the purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as certified, photostatic or facsimile copies, the authenticity of the originals
of such copies and the authenticity of telephonic confirmations of public
officials and others. As to facts material to our opinion, we have relied upon
certificates or telephonic confirmations of public officials and certificates,
documents, statements and other information of the Company or representatives or
officers thereof.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America, the Commonwealth of Massachusetts and the
General Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Prospectus, the
Shares will be legally issued, fully paid and nonassessable shares of common
stock, par value $.01 per share, of the Company.
<PAGE>
Natrol, Inc.
August 31, 1998
Page 2
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
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 225,000 shares
of its common stock authorized pursuant to the Natrol, Inc. 1998 Employee
Stock Purchase Plan.
/s/ ERNST & YOUNG LLP
Woodland Hills, California
August 26, 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 225,000
shares of its common stock authorized pursuant to the Natrol, Inc. 1998
Employee Stock Purchase Plan.
/s/ FARBER & HASS LLP
Oxnard, California
August 27, 1998
