<PAGE>
As filed with the Securities and Exchange Commission on June 9, 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
incorporation or organization) Identification No.)
333 East Howard Avenue, Des Plaines, IL 60018-5903
(Address of Principal Executive Offices) (Zip Code)
WESLEY-JESSEN HOLDING, INC. 1995 STOCK PURCHASE AND OPTION PLAN
WESLEY-JESSEN HOLDING, INC. 1996 STOCK OPTION PLAN
WESLEY JESSEN VISIONCARE, INC. 1997 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
WESLEY JESSEN VISIONCARE, INC. 1997 STOCK INCENTIVE PLAN
(Full Title of the Plans)
Kevin J. Ryan
President and CEO
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
(847) 294-3000
(Name, address including zip code, and telephone number, including area code,
of Agent for Service)
Copy to:
-------
Dennis M. Myers
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share price fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share ... 2,193,052 shares $1.14(1) $ 2,500,080 $ 758
- -----------------------------------------------------------------------------------------------------------
Common Stock, par
value $0.01 per share ... 424,518 shares $7.24(2) $ 3,073,510 $ 932
- -----------------------------------------------------------------------------------------------------------
Common Stock, par
value $0.01 per share ... 1,050,000 shares $17.44(3) $18,312,000 $5,549
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h) based upon the weighted average exercise
price of $1.14 relating to the options granted under the Registrant's 1995
Stock Purchase and Option Plan (the "1995 Plan").
(2) Estimated pursuant to Rule 457(h) based upon an exercise price of $7.24
relating to options granted under the Registrant's 1996 Stock Option Plan
(the "1996 Plan").
(3) Estimated pursuant to Rule 457(h) based upon the average of the high and
low prices reported on the Nasdaq National Market on June 4, 1997.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
--------------
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Wesley Jessen VisionCare, Inc. (formerly
known as Wesley-Jessen Holding, Inc.), a Delaware corporation (the
"Corporation"), with the Securities and Exchange Commission (the "Commission")
----------- ----------
are incorporated herein by reference except to the extent any statement or
information therein is modified, superseded or replaced by a statement or
information contained in this document or in any other subsequently filed
document incorporated herein 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.
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.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock to be issued upon the exercise of options
granted under the 1995 Plan, the 1996 Plan, the 1997 Plan and the 1997 Non-
Employee Director Stock Option 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 currently 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 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 of 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, judgments, fines, excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemmitee 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 or 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
-3-
<PAGE>
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.
4.1 Amended and Restated Certificate of Incorporation of the Corporation,
incorporated by reference to Exhibit 3.1(i) of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
March 29, 1997 (the "Form 10-Q").
4.2 Amended and Restated By-laws of the Corporation, incorporated by
reference to Exhibit 3.1(ii) of the Form 10-Q.
4.3 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 opinion filed as
Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of Registration Statement).
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-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
Securities Exchange Act of 1934 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
-4-
<PAGE>
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
The Registrant. 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 Chicago, State of Illinois, on April 30, 1997.
WESLEY JESSEN VISIONCARE, INC.
By: /s/ Kevin J. Ryan
-----------------------------------
Kevin J. Ryan
President & Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Kevin J. Ryan, Edward J. Kelley, Stephen
G. Pagliuca and Adam W. Kirsch, signing singly, his true and lawful attorney-in-
fact and agent, 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 to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, 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 their 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 and Power of Attorney has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Stephen G. Pagliuca Chairman of the Board May 23, 1997
- ---------------------------
Stephen G. Pagliuca
/s/ Kevin J. Ryan President and Director (principal May 23, 1997
- --------------------------- executive officer)
Kevin J. Ryan
/s/ Edward J. Kelley Chief Financial Officer, Treasurer May 23, 1997
- --------------------------- and Director (principal financial
Edward J. Kelley officer)
/s/ Ronald J. Artale Vice President--Controller May 23, 1997
- --------------------------- (principal accounting officer)
Ronald J. Artale
/s/ Adam W. Kirsch
- --------------------------- Director May 23, 1997
Adam W. Kirsch
</TABLE>
-6-
<PAGE>
<TABLE>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
Director
- ---------------------------
John W. Maki
Director
- ---------------------------
John J. O'Malley
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
No. Description of Document
- ------- -----------------------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the Corporation,
incorporated by reference to Exhibit 3.1(i) of the Form 10-Q.
4.2 Amended and Restated By-laws of the Corporation, incorporated by
reference to Exhibit 3.1(ii) of the Form 10-Q.
4.3 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 opinion filed as
Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of Registration Statement).
</TABLE>
-8-
<PAGE>
Exhibit 4.3
COMMON STOCK [WESLEY JESSEN VISIONCARE, INC. LOGO HERE] COMMON STOCK
NUMBER SHARES
THIS CERTIFICATE IS SEE REVERSE FOR
TRANSFERABLE IN NEW YORK, NY CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE CUSIP ////// // /
951018 10 0
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
Wesley Jessan VisionCare, Inc. transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
Witness the facsimile signatures of its duly authorized officers.
Dated:
/s/ Edward J. Kelly /s/ Kevin J. Ryan
----------------------- -----------------------
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
Exhibit 4.3
page 2
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
TEN ENT -- as tenants by the entireties --------- --------
JT TEN -- as joint tenants with right (Cust.) (Minor)
of survivorship and not as and/or Uniform Gifts to Minors
tenants in common Act
--------------------------
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
----------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares
- -----------------------------------------------------------------------
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
- ----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
-----------------------
------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed:
By
- ---------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM) PURSUANT
TO S.E.C. RULE 17Ad-15
<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 9, 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 3,667,570 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 June 9, 1997 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 and/or consultants of the Company and its
subsidiaries pursuant to the 1995 Stock Purchase and Option Plan, the 1996 Stock
Option Plan or the 1997 Stock Incentive Plan or to non-employee directors of the
Company pursuant to the 1997 Non-Employee Director Stock Option Plan. These
plans are collectively referred to herein as the "Stock Plans."
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
<PAGE>
KIRKLAND & ELLIS
Wesley Jessen VisionCare, Inc.
June 9, 1997
Page 2
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 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 Plans have 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 Plans, and, when: (i) the Registration Statement becomes effective
under the Act; (ii) the Shares are issued in accordance with the terms of the
Stock Plans; (iii) the recipient provides the full consideration for such Shares
as required by the terms of the Stock Plans (assuming in each case
<PAGE>
KIRKLAND & ELLIS
Wesley Jessen VisionCare, Inc.
June 9, 1997
Page 3
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 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
S-8-OPN.001
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this 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-1 and F-2,
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
