<PAGE>
As filed with the Securities and Exchange Commission on March 30, 2000
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 VisionCare, Inc. Stock Incentive Plan, as amended
(Full Title of the Plan)
Kevin J. Ryan
President and Chief Executive Officer
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 (1) price fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share... 1,000,000 shares (2) $33.81 $33,810,000 $8,926
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
determining the registration fee. Proposed maximum offering price represents
the average high and low reported market prices of the Registrant's Common
Stock on March 23, 2000 with respect to securities for which options have
not been granted.
(2) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions contained in
the Stock Incentive Plan.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed pursuant to General
Instruction E to Form S-8 by Wesley Jessen VisionCare, Inc., a Delaware
corporation (the "Registrant"), in order to register 1,000,000 shares of common
stock, par value $0.01 per share (the "Common Stock"), which shares are in
addition to those previously registered on a Registration Statement on Form S-8
(File No. 333-28835) filed with the Securities and Exchange Commission (the
"Commission") on June 9, 1997, for issuance pursuant to Wesley Jessen
VisionCare, Inc. Stock Incentive Plan, as amended. The Registrant incorporates
herein by this reference the contents of such previously filed registration
statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Kirkland & Ellis with respect to the legality of the shares
of the Common Stock being registered hereby.
23.1 Consent of PricewaterhouseCoopers 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).
-2-
<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 March 14, 2000.
WESLEY JESSEN VISIONCARE, INC.
By: /s/ Kevin J. Ryan
----------------------------------
Kevin J. Ryan
President and 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 and Ronald J.
Artale 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/Kevin J. Ryan President, Chief Executive Officer and March 14, 2000
- ---------------------------- Director (principal executive officer)
Kevin J. Ryan
/s/Edward J. Kelley Chief Financial Officer, Treasurer and March 14, 2000
- ---------------------------- Director (principal financial officer)
Edward J. Kelley
/s/Ronald J. Artale Vice President--Controller (principal March 14, 2000
- ---------------------------- accounting officer)
Ronald J. Artale
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/Adam W. Kirsch Director March 14, 2000
- ----------------------------
Adam W. Kirsch
/s/Stephen G. Pagliuca Director March 14, 2000
- ----------------------------
Stephen G. Pagliuca
/s/John W. Maki Director March 14, 2000
- ----------------------------
John W. Maki
/s/John J. O'Malley Director March 14, 2000
- ----------------------------
John J. O'Malley
/s/Sol Levine Director March 14, 2000
- ----------------------------
Sol Levine
/s/Michael A. D'Amato Director March 14, 2000
- ----------------------------
Michael A. D'Amato
</TABLE>
-4-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description of Document
- ------- -----------------------
5.1 Opinion of Kirkland & Ellis with respect to the legality of the
shares of the Common Stock being registered hereby.
23.1 Consent of PricewaterhouseCoopers 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).
-5-
<PAGE>
[LETTERHEAD OF KIRKLAND & ELLIS]
EXHIBIT 5.1
March 28, 2000
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 registration by the
Company of 1,000,000 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") 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.
Stock Incentive Plan (the "Plan").
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
<PAGE>
relied upon the statements and representations of officers and other
representations of the Company and others.
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, the Shares have been duly authorized and reserved for
issuance; and, when the Registration Statement becomes effective under the Act,
the Shares have been issued in accordance with the terms of the Plan upon
receipt of the consideration contemplated thereby, and certificates representing
the Shares have been duly executed and delivered on behalf of the Company and
duly registered 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
hereby 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. This
opinion and consent may be incorporated by reference in a subsequent
registration statement on Form S-8 filed pursuant to Rule 462(b) under the Act
with respect to the registration of additional securities for sale in the
offering contemplated by the Registration Statement.
We express no opinion as to any laws other than the General
Corporation Law of the State of Delaware and the federal law of the United
States of America. 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 Primary Shares or the Secondary 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 applicable
law be changed by legislative action, judicial decision or otherwise after the
date on which the Registration Statement is declared effective by the
Commission.
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 reports dated February 18, 1998 relating to the
financial statements and to the financial statement schedules of Wesley Jessen
VisionCare, Inc., which appear in Wesley Jessen VisionCare, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1999.
PricewaterhouseCoopers LLP
Chicago, Illinois
March 24, 2000
1
