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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 36-4023739
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3851
333 EAST HOWARD AVENUE (PRIMARY STANDARD INDUSTRIAL
DES PLAINES, ILLINOIS 60018-5903 CLASSIFICATION CODE NUMBER)
(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
PH: (312) 861-2000 PH: (617) 951-7000
FAX: (312) 861-2200 FAX: (617) 951-7050
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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. [X] 333-45409
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. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED OFFERING PRICE(1) FEE
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<S> <C> <C>
Common Stock, par value $.01 per share..... $14,628,000 $4,316
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</TABLE>
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(1) Calculated using the average of the high and low sale prices on February
5, 1998 in accordance with Rule 457(c) under the Securities Act.
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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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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Commission File No. 333-45409) filed by Wesley Jessen
VisionCare, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") on February 2, 1998, which was declared effective by the
Commission on February 5, 1998, are incorporated herein by reference.
1
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 FEBRUARY 5, 1998.
Wesley Jessen VisionCare, Inc.
/s/ Ronald J. Artale
By: _________________________________
RONALD J. ARTALE
VICE PRESIDENT AND CONTROLLER
* * * *
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAVE BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE DATES INDICATED:
SIGNATURE TITLE DATE
* Chairman of the February 5,
- ------------------------------------- Board 1998
STEPHEN G. PAGLIUCA
* President and February 5,
- ------------------------------------- Director (principal 1998
KEVIN J. RYAN executive officer)
* Chief Financial February 5,
- ------------------------------------- Officer, Treasurer 1998
EDWARD J. KELLEY and Director
(principal
financial officer)
* Vice President-- February 5,
- ------------------------------------- Controller 1998
RONALD J. ARTALE (principal
accounting officer)
* Director February 5,
- ------------------------------------- 1998
MICHAEL A. D'AMATO
* Director February 5,
- ------------------------------------- 1998
ADAM W. KIRSCH
3
<PAGE>
SIGNATURE TITLE DATE
* Director February 5,
- ------------------------------------- 1998
SOL LEVINE
* Director February 5,
- ------------------------------------- 1998
JOHN W. MAKI
* Director February 5,
- ------------------------------------- 1998
JOHN J. O'MALLEY
*The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named officers and directors of the Registrant and previously filed with
the Securities and Exchange Commission on behalf of such officers and
directors.
/s/ Adam W. Kirsch
- -------------------------------------
ADAM W. KIRSCH
ATTORNEY-IN-FACT
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
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<C> <S>
5.1 Opinion and consent of Kirkland & Ellis, incorporated by reference to
Exhibit 5.1 of the Company's Registration Statement on Form S-1
(Registration No. 333-45409)
*23.1 Consent of Price Waterhouse LLP.
*23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of the Registration Statement
on Form S-1 (Registration No. 333-45409).
</TABLE>
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* Filed herewith.
4
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 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, relating to the
financial statements of Wesley Jessen VisionCare, Inc. (formerly known as
Wesley Jessen Holding, Inc.) and its Predecessor (the Wesley-Jessen contact
lens business of Schering-Plough Corporation), respectively, which appear in
such Prospectus. We also consent to the application of such reports to the
Financial Statement Schedule for the periods from January 1, 1994 through
December 31, 1996 listed under Item 16(b) of this Registration Statement when
such schedule is read in conjunction with the financial statements referred to
in our reports. The audits referred to in such reports also include this
schedule. We also consent to the references to us under the headings
"Experts," and "Selected Historical Consolidated Financial Data" in such
Prospectus. However, it should be noted that Price Waterhouse LLP has not
prepared or certified such "Selected Historical Consolidated Financial Data."
Price Waterhouse LLP
Chicago, Illinois
February 5, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-1 of
our report, which includes explanatory paragraphs relating to substantial
doubt about the entity's ability to continue as a going concern and the sale
of certain assets and liabilities of the entity, dated July 26, 1996, except
as to Note 16, which is as of September 24, 1996, on our audits of the
combined financial statements of Pilkington Barnes Hind Group as of March 31,
1995 and 1996 and for each of the years then ended. We also consent to the
reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
San Jose, California
February 5, 1998
