<PAGE>
As filed with the Securities and Exchange Commission on November 13, 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 Number)
333 East Howard Avenue, Des Plaines, IL 60018-5903
(Address of Principal Executive Offices) (Zip Code)
WESLEY JESSEN VISIONCARE, INC. INTERNATIONAL
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
(Name and Address of Agent for Service)
(847) 294-3000
(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 Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 100,000 shares $33.13(1) $3,313,000 $1,004
value $.01 per share
- ------------------------------------------------------------------------------------------------
Interest in Wesley (2) (2) (2) (3)
Jessen VisionCare,
Inc. International
Employee Stock
Discount Purchase
Plan
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h), solely for purposes of
calculating the amount of registration fee, based upon the average of the
high and low prices reported on November 12, 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(A) 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. International
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
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
periods ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) The Corporation's Current Report on Form 8-K, dated August 1,
1997.
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<PAGE>
(d) The description of the Corporation's Common Stock, par value
$0.01 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.
(e) 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 Corporation 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 Corporation by Kirkland & Ellis, Chicago, Illinois (a partnership
which includes professional corporations). Certain current and former partners
of Kirkland & Ellis collectively own 87,116 shares of Common Stock. Such shares
were originally held by Randolph Street Partners.
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.
-3-
<PAGE>
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).
-4-
<PAGE>
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-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
-5-
<PAGE>
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Corporation
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 October 24, 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:
Signature Title Date
- --------- ----- ----
* Chairman of the Board October 24, 1997
- ---------------------- ----------------
Stephen G. Pagliuca
/s/ Kevin J. Ryan President and Chief Executive October 24, 1997
- ---------------------- Officer (Principal Executive ----------------
Kevin J. Ryan Officer), Director
/s/ Edward J. Kelley Chief Financial Officer and October 24, 1997
- ---------------------- Treasurer (Principal Financial ----------------
Edward J. Kelley Officer), Director
/s/ Ronald J. Artale Vice-President - Controller October 24, 1997
- ---------------------- (Principal Accounting Officer) ----------------
Ronald J. Artale
* Director October 24, 1997
- ---------------------- ----------------
Adam W. Kirsch
* Director October 24, 1997
- ---------------------- ----------------
John W. Maki
* Director October 24, 1997
- ---------------------- ----------------
John J. O'Malley
* Director October 24, 1997
- ---------------------- ----------------
Michael A. D'Amato
* Director October 24, 1997
- ---------------------- ----------------
Sol Levine
*The undersigned hereby sign this Registration Statement on behalf of the
above-named officers and/or directors of the Corporation pursuant to a power of
attorney filed herewith.
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<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. International 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 October 24, 1997.
WESLEY JESSEN VISIONCARE, INC.
INTERNATIONAL EMPLOYEE STOCK
DISCOUNT PURCHASE PLAN
By /s/ Michael R. Southard
-----------------------------------------------
Michael R. Southard, Vice President
Human Resources
-8-
<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 4.1 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.
-9-
<PAGE>
KIRKLAND & ELLIS Exhibit 5.1
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
November 13, 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 100,000 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. International Employee Stock
Discount Purchase Plan (the "Purchase 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 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
London Los Angeles New York Washington D.C.
<PAGE>
KIRKLAND & ELLIS
Wesley Jessen VisionCare, Inc.
November 13, 1997
Page 2
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 Shares are duly authorized and validly reserved for issuance
pursuant to the Purchase Plan and, when: (i) the Registration Statement becomes
effective under the Act; (ii) the Shares are issued in accordance with the terms
of the Purchase Plan; (iii) the recipient provides the full consideration for
such Shares as required by the terms of the Purchase 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 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 or securities laws of foreign
jurisdictions 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 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
November 10, 1997
<PAGE>
EXHIBIT 24.1
------------
Powers of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that the persons who 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. International 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, the 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.
<TABLE>
<CAPTION>
DATED: October 24, 1997.
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ Stephen G. Pagliuca Chairman of the Board October 24, 1997
- --------------------------- ----------------
Stephen G. Pagliuca
/s/ Kevin J. Ryan President and Chief Executive October 24, 1997
- --------------------------- Officer (Principal Executive ----------------
Kevin J. Ryan Officer), Director
/s/ Edward J. Kelley Chief Financial Officer and October 24, 1997
- --------------------------- Treasurer (Principal Financial ----------------
Edward J. Kelley Officer), Director
/s/ Ronald J. Artale Vice-President - Controller October 24, 1997
- --------------------------- (Principal Accounting Officer) ----------------
Ronald J. Artale
/s/ Adam W. Kirsch Director October 24, 1997
- --------------------------- ----------------
Adam W. Kirsch
/s/ John W. Maki Director October 24, 1997
- --------------------------- ----------------
John W. Maki
/s/ John J. O'Malley Director October 24, 1997
- --------------------------- ----------------
John J. O'Malley
/s/ Michael A. D'Amato Director October 24, 1997
- --------------------------- ----------------
Michael A. D'Amato
/s/ Sol Levine Director October 24, 1997
- --------------------------- ----------------
Sol Levine
</TABLE>
