<PAGE>
As filed with the Securities and Exchange Commission on June 10, 1997
Registration No. 333- ________________________
---------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
---------------------------------
WESLEY JESSEN VISIONCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4023739
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
333 East Howard Avenue
Des Plaines, Illinois 60018-5903
(Address of Principal Executive Offices)
WESLEY JESSEN VISIONCARE, INC. EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
(Full Title of the Plan)
Kevin J. Ryan
President and CEO
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, Illinois 60018-5903
(847) 294-3000
(Name, Address, and Telephone Number of Agent for Service)
Copy to:
Dennis M. Myers, Esq.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities To Be Amount To Be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
---------------- -------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 500,000 shares $17.69(1) $8,843,750 $2,680
per share
Interests in the
Wesley Jessen
VisionCare, Inc. (2) (2) (2) (3)
Employee Stock
Discount
Purchase Plan
</TABLE>
__________________________
(1) Estimated pursuant to Rule 457(c) and (h), solely for purposes of
calculating amount of registration fee, based upon the average of the high
and low prices reported on June 5, 1997, as reported on the Nasdaq
National Market.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate
registration fee is required with respect to the plan interests being
registered hereby.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I, Items 1
and 2, will be delivered in accordance with Rule 428(b)(1) of the
Securities Act of 1933, as amended ("Securities Act"). Such documents
are not required to be, and are not, filed with the Securities and
Exchange Commission ("Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents, and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible
employees pursuant to Rule 428(b) or additional information about the
Wesley Jessen VisionCare, Inc. Employee Stock Discount Purchase Plan
("Plan") are available without charge by contacting:
Michael R. Southard, Vice President, Human Resources
Wesley Jessen VisionCare, Inc.
333 East Howard Street
Des Plaines, Illinois 60018-5903
Telephone Number: 847-294-3000
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference. The following
documents, which have been filed by Wesley Jessen VisionCare, Inc.
("Corporation") or the Plan with the Commission, are incorporated in this
Registration Statement by reference:
(a) The Corporation's Special Financial Report on Form 10-K for the
year ended December 31, 1996 (Commission File No. 0-22033).
(b) The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended March 29, 1997.
(c) The description of the Corporation's Common Stock, par value $.01
per share (the "Common Stock") contained in Item 1 of the Corporation's
Registration Statement on Form 8-A, filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on January 21, 1997.
(d) All reports and other documents subsequently filed 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 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 the filing of
such reports and documents.
All reports and other documents subsequently filed by the Company and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act"), prior to the filing of a post-effective amendment
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 part hereof from the date of the
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 or is
deemed to be 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.
Item 5. Interests of Named Experts and Counsel. The validity of the Common
Stock to be issued under the Plan will be passed upon for the Company by
Kirkland & Ellis, Chicago, Illinois (a partnership which includes professional
corporations). Certain partners of Kirkland & Ellis are partners in Randolph
Street Partners, which owns 87,116 shares of Common Stock.
Item 6. Indemnification of Directors and Officers. Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL") permits a corporation to provide
in its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for improper payment of dividends or
redemptions of shares or (iv) for any breach of a director's duty
3
<PAGE>
of loyalty to the company or its stockholders. Article X, Part A, of the
Corporation's Restated Certificate of Incorporation (the "Restated Certificate")
includes such a provision.
The Corporation's Restated Certificate provides that each person who was or is
made a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a Director or officer of the Corporation or,
while a Director or officer of the Corporation, is or was serving at the request
of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a Director or officer or in any other capacity while serving as a Director or
officer, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights then permitted
prior thereto), against all expense, liability and loss (including attorneys'
fees, judgment, fines, excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification will continue as to an indemnitee who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators under the Restated Certificate.
This right of indemnification is a contractual right and includes the obligation
of the Corporation to pay the expenses incurred in defending any such proceeding
in advance of its final disposition (an "advance of expenses"); provided,
however, that, if and to the extent that the DGCL requires, an advance of
expenses incurred by indemnitee in his or her capacity as a Director of officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
will be made only upon delivery to the Corporation of an undertaking (an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it will ultimately be determined by final judicial decision from
which there is no further right to appeal (a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses. The Corporation
may, by action of its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same or lesser scope and effect as the
foregoing indemnification of Directors and officers.
The Corporation has entered into indemnification agreements with its current
Directors and executives officers substantially in the form previously filed
with the Commission by the Corporation and anticipates entering into such
agreements in the future with any new Director or executive officer.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits. An Exhibit index is located at page 10.
4.1 Form of certificate representing shares of Common Stock, $0.01 par
value per share, incorporated by reference to Exhibit 4.1 of the
Corporation's Registration Statement on Form S-1 (Registration
File No. 333-17353).
5.1 Opinion of Kirkland & Ellis with respect to the legality of
certain shares of the Common Stock being registered hereby.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney.
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 of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or most recent post-
4
<PAGE>
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the 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 Section 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 herein, 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 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 of 1933, the Company
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 Des Plaines, State of Illinois, on June 9, 1997.
WESLEY JESSEN VISIONCARE, INC.
By /s/ Kevin J. Ryan
----------------------------------
Kevin J. Ryan, President and CEO
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>
______________________ Chairman of the Board
Stephen G. Pagliuca _____________
/s/ Kevin J. Ryan President and Chief Executive June 9, 1997
______________________ Officer (Principal Executive Officer), _____________
Kevin J. Ryan Director
/s/ Edward J. Kelley Chief Financial Officer and Treasurer June 9, 1997
______________________ (Principal Financial and Accounting _____________
Edward J. Kelley Officer) Director
/s/ Ronald J. Artale Vice-President - Controller June 9, 1997
______________________ (Principal Accounting Officer) _____________
Ronald J. Artale
* Director June 9, 1997
______________________ _____________
Adam W. Kirsch
* Director June 9, 1997
______________________ _____________
John W. Maki
* Director June 9, 1997
______________________ _____________
John J. O'Malley
</TABLE>
6
<PAGE>
* By /s/ Kevin J. Ryan
--------------------
Kevin J. Ryan
By /s/ Edward J. Kelley
-----------------------
Edward J. Kelley
By /s/ Ronald J. Artale
-----------------------
Ronald J. Artale
Attorneys-In-Fact
Pursuant to the requirements of the Securities Act of 1933, the Wesley
Jessen VisionCare, Inc. Employee Stock Discount Purchase Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Des Plaines, State of Illinois, on
June 9, 1997.
WESLEY JESSEN VISIONCARE, INC.
EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
By /s/ Michael R. Southard
-------------------------------------------
Michael R. Southard, Vice President
Human Resources
7
<PAGE>
EXHIBIT INDEX
Exhibit Description
Number
4.1 Form of certificate representing shares of Common Stock, $0.01 par
value per share, incorporated by reference to Exhibit 4.3 of the
Corporation's Registration Statement on Form S-1 (Registration
File No. 333-17353).
5.1 Opinion of Kirkland & Ellis with respect to the legality of certain
shares of the Common Stock being registered hereby.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney.
8
<PAGE>
Exhibit 5.1
-----------
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
To Call Writer Direct: 312 861-2000 Facsimile:
312 861-2000 312 861-2200
June 10, 1997
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
Re: Wesley Jessen VisionCare, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are acting as special counsel to Wesley Jessen VisionCare, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of 500,000 shares (the "Shares") of its Common
Stock, par value $.01 per share (the "Common Stock"), pursuant to a Registration
Statement on Form S-8, filed with the Securities and Exchange Commission (the
"Commission") on the date hereof under the Securities Act of 1933, as amended
(the "Act") (such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement"). The Shares are to be
issued by the Company to certain employees of the Company and its subsidiaries
pursuant to the Wesley Jessen VisionCare, Inc. Employee Stock Discount Purchase
Plan (the "Stock Plan").
In that connection, we have examined such corporate proceedings,
documents, records and matters of law as we have deemed necessary to enable us
to render this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity
<PAGE>
KIRKLAND & ELLIS
Wesley Jessen VisionCare, Inc.
June 10, 1997
Page 2
of all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, we have relied upon the statements and representations of
officers and other representations of the Company and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally; (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law); (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies; and (iv) any laws except the internal laws of the State of
Illinois, the General Corporation law of the State of Delaware and the federal
law of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, we hereby advise
you that in our opinion:
(1) The Stock Plan has been duly adopted by the Board of Directors of
the Company.
(2) The Shares are duly authorized and validly reserved for issuance
under the Stock Plan, and, when: (i) the Registration Statement becomes
effective under the Act; (ii) the Shares are issued in accordance with the terms
of the Stock Plan; (iii) the recipient provides the full consideration for such
Shares as required by the terms of the Stock Plan (assuming in each case the
consideration received by the Company is at least equal to $0.01 per share); and
(iv) certificates representing the Shares have been duly executed and delivered
on behalf of the Company and duly
<PAGE>
KIRKLAND & ELLIS
Wesley Jessen VisionCare, Inc.
June 10, 1997
Page 3
countersigned by the Company's transfer agent/registrar, the Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of Illinois or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 28, 1997, except as to Note 3
which is as of March 17, 1997 and Notes 1 and 2, which are as of March 20, 1997
and our report dated September 17, 1996 appearing on pages F-2 and F-3,
respectively of Wesley Jessen VisionCare, Inc.'s Special Report on Form 10-K for
the year ended December 31, 1996.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 6, 1997
<PAGE>
EXHIBIT 24.1
Powers of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear
below, in counterpart, constitute and appoint Kevin J. Ryan, Edward J. Kelley,
and Ronald J. Artale, and each of them, as their true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for them
and in their names, places and steads, in any and all capacities, to sign the
Registration Statement on Form S-8 to be filed in connection with the Wesley
Jessen VisionCare, Inc. Employee Stock Discount Purchase Plan and any and all
amendments (including post-effective amendments) to the 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 they might or
could do in person, thereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his or her substitutes, may
lawfully do or cause to be done by virtue hereof.
DATED: June 5, 1997.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Chairman of the Board
- ------------------------ ------------
Stephen G. Pagliuca
/s/ Kevin J. Ryan President and Chief Executive June 9, 1997
- ------------------ Officer (Principal Executive Officer), ------------
Kevin J. Ryan Director
/s/ Edward J. Kelley Chief Financial Officer and Treasurer June 9, 1997
- --------------------------- (Principal Financial and Accounting ------------
Edward J. Kelley Officer) Director
/s/ Ronald J. Artale Vice-President - Controller June 9, 1997
- --------------------- (Principal Accounting Officer) ------------
Ronald J. Artale
/s/ Adam W. Kirsch Director June 9, 1997
- ------------------- ------------
Adam W. Kirsch
/s/ John W. Maki Director June 6, 1997
- ----------------- ------------
John W. Maki
/s/ John J. O'Malley Director June 6, 1997
- --------------------- ------------
John J. O'Malley
</TABLE>
