<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1997
REGISTRATION NO. 333-17353
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WESLEY JESSEN VISIONCARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3851 36-4023739
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
333 EAST HOWARD AVENUE
DES PLAINES, ILLINOIS 60018-5903
(847) 294-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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KEVIN J. RYAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WESLEY JESSEN VISIONCARE, INC.
333 EAST HOWARD AVENUE
DES PLAINES, ILLINOIS 60018-5903
(847) 294-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
SERVICE, SHOULD BE SENT TO:
DENNIS M. MYERS, ESQ. DAVID B. WALEK, ESQ.
KIRKLAND & ELLIS ROPES & GRAY
200 EAST RANDOLPH DRIVE ONE INTERNATIONAL PLACE
CHICAGO, ILLINOIS 60601 BOSTON, MASSACHUSETTS 02110
(312) 861-2000 (617) 951-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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IMPORTANT EXPLANATORY NOTE
This Registration Statement contains two forms of prospectus: one to be used
in connection with a firm-commitment underwritten offering through a group of
underwriters (the "Underwritten Offering"), and one to be used in a concurrent
direct offering by the Company to employee participants in its Profit Sharing
Plan (the "Direct Offering"). The two prospectuses will be identical in all
respects except for the front and back cover pages, page 6, the section
entitled "Experts" and the section entitled "Underwriting" in the prospectus
relating to the Underwritten Offering and will be entitled "Plan of
Distribution" in the prospectus relating to the Direct Offering. Pages to be
included in the prospectus relating to the Direct Offering in lieu of pages
currently contained in the prospectus relating to the Underwritten Offering
are marked "Alternate Pages."
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ALTERNATE PAGE
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 22, 1997
PROSPECTUS
100,000 SHARES
WESLEY JESSEN VISIONCARE, INC.
[LOGO] COMMON STOCK
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All of the shares of Common Stock, par value $.01 per share ("Common Stock"),
offered hereby are being offered directly by Wesley Jessen VisionCare, Inc., a
Delaware corporation ("Wesley Jessen" or the "Company") to certain employee
participants in the Company's Profit Sharing Plan (the "Direct Offering").
Concurrently with the Direct Offering, the Company is offering (the
"Underwritten Offering") an aggregate of 2,400,000 shares of Common Stock to
the public through a group of underwriters (the "Underwriters"). The Direct
Offering is contingent upon the consummation of the Underwritten Offering. The
Direct Offering and the Underwritten Offering are collectively referred to
herein as the "Offering."
Prior to the Offering, there has been no public market for the Common Stock
of the Company. It is currently anticipated that the initial public offering
price to employee participants will be between $17.67 and $19.53 per share. See
"Plan of Distribution" for information relating to the factors to be considered
in determining the initial public offering price of the Common Stock. The
Company expects to receive net proceeds of approximately $45.2 million in
connection with the sale of 2,400,000 shares of Common Stock in the
Underwritten Offering. The Company estimates that expenses of the Offering will
be approximately $1,800,000.
The Common Stock has been approved for inclusion on the Nasdaq National
Market under the symbol "WJCO," subject to official notice of issuance.
SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The shares of Common Stock are offered by the Company subject to approval of
certain legal matters by counsel for the Company and certain other conditions,
including consummation of the Underwritten Offering. It is expected that
delivery of the shares of Common Stock will be made in Chicago, Illinois on or
about , 1997.
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The date of this Prospectus is February , 1997.
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ALTERNATE PAGE
THE RECLASSIFICATION
The Company currently has two classes of issued and outstanding stock, the
Class L Common Stock (the "Class L Common") and the Common Stock, which are
identical except that each share of Class L Common is entitled to a
preferential payment upon any distribution by the Company to holders of its
capital stock. Prior to the completion of the Offering, all of the outstanding
shares of Class L Common will be reclassified into shares of Common Stock (the
"Reclassification") and a 3.133-for-one stock split will be effected as to all
of the then outstanding shares of Common Stock (the "Stock Split"). The actual
number of shares of Common Stock that will be issued as a result of the
Reclassification is subject to change based on the actual initial public
offering price and the closing date of this Offering. Unless otherwise stated,
all information set forth herein gives effect to the Reclassification and the
Stock Split. See "The Reclassification."
The Company's existing stockholders acquired shares of Common Stock at a
price significantly below the estimated initial public offering price. See
"Risk Factors--Benefits of the Offering to Existing Stockholders." See "Plan of
Distribution" for information relating to factors to be considered in
determining the initial public offering price of the Common Stock.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Compa- 2,500,000 shares (1)
ny................................
Common Stock outstanding after the 16,661,116 shares (2)
Offering..........................
Use of proceeds.................... The net proceeds to be received by the
Company from the Offering will be used to
repay certain outstanding indebtedness
incurred in connection with the Barnes-Hind
Acquisition and for the payment of certain
fees to Bain Capital relating to an
advisory agreement.
Proposed Nasdaq National Market "WJCO"
symbol............................
</TABLE>
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(1) Includes up to 2,400,000 shares of Common Stock being concurrently offered
to the general public by the Underwriters pursuant to a separate
prospectus. Does not include up to 360,000 shares of Common Stock to be
sold by the Company if the Underwriters' over-allotment option is exercised
in full in the Underwritten Offering.
(2) Does not include 2,617,570 shares of Common Stock reserved for issuance
upon the exercise of options outstanding as of December 31, 1996 and
granted to members of management and 1,550,000 shares of Common Stock
reserved for issuance to employees or non-employee Directors under the
Company's stock incentive plans (collectively, the "Stock Plans"). See
"Management."
The Company is concurrently offering up to 2,400,000 shares of Common Stock
to the general public through the Underwriters pursuant to a separate
prospectus in the Underwritten Offering. The Direct Offering and the
Underwritten Offering are collectively referred to herein as the "Offering."
Market data used throughout this Prospectus were obtained from internal
Company surveys and industry publications. Industry publications generally
state that the information contained therein has been obtained from sources
believed to be reliable, but that the accuracy and completeness of such
information are not assured. The Company has not independently verified these
market data. Similarly, internal Company surveys, while believed by the Company
to be reliable, have not been verified by any independent sources. Aquaflex(R),
CSI Clarity(R), CSI(R), DuraSoft(R), DuraSoft 2, DuraSoft 3, DuraSoft Optifit,
Elegance, FreshLook(R), Gentle Touch, Hydrocurve, Hydrocurve II(R), Natural
Touch, Optifit, Optifit Custom, Polycon(R), Precision UV, SoftPerm(R), Wesley-
Jessen(R) and WJ(R) are trademarks of the Company and its subsidiaries.
6
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ALTERNATE PAGE
PLAN OF DISTRIBUTION
The Company is offering directly to certain employee participants in the
Company's Profit Sharing Plan up to an aggregate of 100,000 shares of Common
Stock at the initial public offering price set forth on the cover page of this
Prospectus. Since such shares are being sold directly by the Company and not
through the Underwriters, no underwriting discount or commission will be paid
to the Underwriters with respect to such shares. The Direct Offering is
contingent upon the consummation of the Underwritten Offering.
Prior to this Offering, there has been no public market for the Common Stock.
The initial public offering price for the Common Stock in the Underwritten
Offering (the "IPO Price") has been determined by negotiation between the
Company and the Representatives of the Underwriters. The initial public
offering price for the Common Stock in the Direct Offering will be equal to the
IPO Price less underwriting discounts and commissions. Among the factors
considered in determining the IPO Price were the history of, and the prospects
for, the Company's business and the industry in which it competes, an
assessment of the Company's management, its past and present operations, its
past and present earnings and the trend of such earnings, the prospects for
earnings of the Company, the present state of the Company's development, the
general condition of the securities markets at the time of the Offering and the
price-earnings ratios and market price of securities of comparable companies at
the time of the Offering. There can be no assurance that an active trading
market will develop for the Common Stock or that the Common Stock will trade in
the public market subsequent to the Offering at or above the IPO Price.
At the request of the Company, the Underwriters have reserved up to 150,000
shares of Common Stock for sale at the initial public offering price to certain
eligible employees and persons having business relationships with the Company
and its subsidiaries. The number of shares of Common Stock available to the
general public will be reduced to the extent these persons purchase the
reserved shares. Any reserved shares of Common Stock that are not so purchased
by such employees at the closing of the Offering will be offered by the
Underwriters to the general public on the same terms as the other shares in the
Offering.
The Company and its executive officers, Directors and certain existing
stockholders, who collectively own 14,038,490 shares of Common Stock, have
agreed not to offer, sell, contract to sell or otherwise dispose of any Common
Stock for a period of 180 days after the date of this Prospectus without the
prior written consent of the managing underwriter, except, in the case of the
Company, for the shares of Common Stock to be issued in connection with the
Offering or pursuant to employee benefit plans existing on the date of this
Prospectus and in the case of the executive officers, Directors and existing
stockholders, for the shares of Common Stock sold in connection with the
Offering (if any), sales or dispositions to the Company, certain permitted
transfers to related parties that agree to be bound by the foregoing
restrictions and certain permitted sales of shares acquired in the open market
following the completion of the Offering.
88
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ALTERNATE PAGE
EXPERTS
The financial statements of the Company at December 31, 1995 and September
28, 1996 and for the periods from June 29, 1995 through December 31, 1995 and
January 1, 1996 through September 28, 1996 and the financial statements of the
Predecessor at December 31, 1994 and for the period from January 1, 1995
through June 28, 1995 and the years ended December 31, 1993 and 1994 included
in this Prospectus have been so included in reliance upon the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The consolidated balance sheet of Pilkington Barnes Hind Group as of March
31, 1996 and 1995 and the consolidated statements of income, parent company
investment, and cash flows for each of the years then ended, included in this
Prospectus, have been so included in reliance on the report, which includes
explanatory paragraphs relating to substantial doubt regarding the entity's
ability to continue as a going concern and the sale of certain assets and
liabilities of the entity, of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby 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 24,817 shares of Common Stock. Kirkland
& Ellis has from time to time represented, and may continue to represent, Bain
Capital and certain of its affiliates (including the Company) in connection
with certain legal matters.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement (of which
this Prospectus is a part and which term shall encompass any amendments
thereto) on Form S-1 pursuant to the Securities Act with respect to the Common
Stock being offered in the Offering. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which are omitted as permitted by the
rules and regulations of the Commission. Statements made in this Prospectus as
to the contents of any contract, agreement or other document referred to are
not necessarily complete; with respect to any such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference. For
further information about the Company and the securities offered hereby,
reference is made to the Registration Statement and to the financial
statements, schedules and exhibits filed as a part thereof.
Upon completion of the Offering, the Company will be subject to the
information requirements of the Exchange Act, and, in accordance therewith,
will file reports and other information with the Commission. The Registration
Statement, the exhibits and schedules forming a part thereof and the reports
and other information filed by the Company with the Commission in accordance
with the Exchange Act may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following regional
offices of the Commission: Seven World Trade Center, 13th Floor, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material or any part thereof may also be
obtained by mail from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates or accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and to make available quarterly reports
containing unaudited summary financial information for the first three fiscal
quarters of each fiscal year.
89
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ALTERNATE PAGE
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE,
OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UN-
DER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE
IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 11
The Company............................................................... 17
Use of Proceeds........................................................... 19
Dividend Policy........................................................... 20
The Reclassification...................................................... 20
Capitalization............................................................ 21
Dilution.................................................................. 22
Unaudited Pro Forma Financial Data........................................ 23
Supplemental Unaudited Pro Forma Financial Data........................... 35
Selected Historical Consolidated
Financial Data........................................................... 39
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 42
Business.................................................................. 52
Management................................................................ 69
Principal Stockholders.................................................... 78
Certain Transactions...................................................... 80
Description of Certain Indebtedness....................................... 81
Description of Capital Stock.............................................. 83
Shares Eligible for Future Sale........................................... 86
Plan of Distribution...................................................... 88
Experts................................................................... 89
Legal Matters............................................................. 89
Additional Information.................................................... 89
Index to Financial Statements............................................. F-1
</TABLE>
UNTIL , 1997 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICI-
PATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
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100,000 SHARES
[LOGO]
Wesley Jessen VisionCare, Inc.
COMMON STOCK
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PROSPECTUS
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FEBRUARY , 1997
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 2 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
CHICAGO, STATE OF ILLINOIS, ON JANUARY 27, 1997.
Wesley-Jessen VisionCare, Inc.
/s/ Kevin J. Ryan
By: _________________________________
Kevin J. Ryan
President and Chief Executive
Officer
* * * *
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO REGISTRATION STATEMENT AND POWER OF ATTORNEY HAVE BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
* Chairman of the Board January 27, 1997
____________________________________
Stephen G. Pagliuca
* President and Director January 27, 1997
____________________________________ (principal executive
Kevin J. Ryan officer)
* Chief Financial Officer, January 27, 1997
____________________________________ Treasurer and Director
Edward J. Kelley (principal financial and
accounting officer)
* Director January 27, 1997
____________________________________
Adam W. Kirsch
* Director January 27, 1997
____________________________________
John W. Maki
* Director January 27, 1997
____________________________________
John J. O'Malley
/s/ Kevin J. Ryan
*By: _______________________________ Attorney-in-fact January 27, 1997
Kevin J. Ryan
</TABLE>
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