SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
RAYOVAC CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Wisconsin
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(State or Other Jurisdiction of Incorporation or Organization)
22-2423556
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(I.R.S. Employer Identification No.)
601 Rayovac Drive, Madison, Wisconsin 53711-2497
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(Address of Principal Executive Officer) (Zip Code)
RAYOVAC CORPORATION 1996 STOCK OPTION PLAN
AND
1997 RAYOVAC INCENTIVE PLAN
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(Full Title of Plan)
James A. Broderick, Esq.
Vice President and General Counsel
Rayovac Corporation
601 Rayovac Drive
Madison, Wisconsin 53711-2497
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(Name and Address of Agent for Service)
(608) 275-3340
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(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
=====================================================================================================
Amount of
Title of Securities Amount to be Proposed Maximum Proposed Maximum Registration
to be Registered Registered Offering Price Per Share Aggregate Offering Price Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 40,000 $1.144 (1) $45,760 (1)
par value $.01 per 2,278,127 $4.39 (1) $10,000,978 (1) $17,177
share 3,000,000 $16.06 (2) $48,180,000 (2)
=====================================================================================================
(1) As set forth in Rule 457(h)(l) under the Securities Act of 1933, as
amended (the "Securities Act"), based on the price at which the
options may be exercised.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act, based on the average of the high and low prices per share of the
Registrant's Common Stock reported on the New York Stock Exchange on
December 15, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference (i) the
Prospectus filed pursuant to Rule 424(b) of the Securities Act (the
"Prospectus") relating to the Company's Registration Statement on Form
S-1 (Registration No. 333-35181) (the "Registration Statement") of
Rayovac Corporation (the "Registrant" or the "Company"), containing
audited financial statements for the Company's latest fiscal year for
which such statements have been filed by the Company with the Securities
and Exchange Commission, (ii) all other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), since September 30, 1997, and (iii)
the description of the Common Stock, par value $.01 per share, of the
Registrant contained in the Company's Registration Statement.
All 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 have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part thereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock being registered by this
registration statement has been passed upon by James A. Broderick, Esq.,
Vice President, General Counsel and Secretary of the Company. Mr.
Broderick currently owns 213,425 shares of Common Stock, has options to
purchase 50,000 shares of Common Stock under the Company's 1996 Stock
Option Plan and has 7,974 shares allocated for his account pursuant to
the Company Deferred Compensation Plan.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law (the
"WBCL") and the Registrant's By-Laws, directors and officers of the
Registrant are entitled to mandatory indemnification from the Registrant
against certain liabilities and expenses (i) to the extent such directors
or officers are successful in the defense of a proceeding and (ii) in
proceedings in which the director or officer is not successful in the
defense thereof, unless (in the latter case only) it is determined that
the director or officer breached or failed to perform his duties to the
Registrant and such breach or failure constituted (a) a willful failure
to deal fairly with the Registrant or its shareholders in connection with
a matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law unless the director or
officer had reasonable cause to believe that his or her conduct was
lawful or had no reasonable cause to believe that his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. The WBCL also
provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may
have under the Registrant's articles of incorporation, by-laws, a
written agreement or a resolution of the Board of Directors or
shareholders. Further, the WBCL specifically states that it is the public
policy of Wisconsin to require or permit indemnification in connection
with a proceeding involving securities regulation, as described therein,
to the extent required or permitted as described above. Additionally,
under the WBCL, directors of the Registrant are not subject to personal
liability to the Registrant, its shareholders or any person asserting
rights on behalf thereof for certain breaches of or failures to perform
any duty resulting solely from their status as directors, except in
circumstances paralleling those in subparagraphs (a) through (d) outlined
above.
Expenses for the defense of any action for which
indemnification may be available may be advanced by the Registrant under
certain circumstances.
The general effect of the foregoing provisions may be to
reduce the circumstances which an officer or director may be required to
bear the economic burden of the foregoing liabilities and expense.
The Registrant has purchased directors' and officers'
liability insurance which would indemnify the directors and officers of
the Registrant against damages arising out of certain kinds of claims
which might be made against them based on their negligent acts or
omissions while acting in their capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of the Company
(Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration No.
333-35181) as declared effective by the Securities and
Exchange Commission on November 20, 1997).
4.2 Amended and Restated By-Laws of the Company (Incorporated
by reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-1 (Registration No. 333-35181) as
declared effective by the Securities and Exchange
Commission on November 20, 1997).
4.3 Shareholders Agreement dated as of September 12, 1996 by
and among the Company and the shareholders of the Company
referred to therein, together with an Amendment thereto
dated August 1, 1997 (Incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 29, 1997 filed with the Securities and
Exchange Commission on August 13, 1997).
4.4 Specimen Certificate for the Common Stock of the Company
(Incorporated by reference to Exhibit 4.9 to the Company's
Registration Statement on Form S-1 (Registration No.
333-35181) as declared effective by the Securities and
Exchange Commission on November 20, 1997).
5 Opinion of James A. Broderick, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of James A. Broderick, Esq. (contained in the
opinion filed as Exhibit 5 to this Registration
Statement).
24 Power of Attorney (included on the signature page of this
Registration Statement).
Item 9. Undertakings.
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 registra
tion 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 registra-
tion statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration state
ment. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if
the total dollar value of securities offered would
not exceed that which was registered) and any
deviation from the low or high and of the esti-
mated maximum offering range may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
20 percent change in the maximum aggregate offer
ing price set forth in the "Calculation of Regis-
tration Fee" table in the effective registration
statement;
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in the registration statement or any mate-
rial change to such information set forth in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, 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 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 of 1933, 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.
(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.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement 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.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 6 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Ex change Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
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 Madison, State
of Wisconsin, on December 17, 1997.
RAYOVAC CORPORATION
By: /s/ David A. Jones
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David A. Jones
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 17, 1997. Each person whose signature
appears below hereby authorizes David A. Jones and Kent J. Hussey and
each of them, with full power of substitution, to execute in the name and
on behalf of such person any amendment (including any post-effective
amendment) to this Registration Statement and to file the same, with
exhibits there to, and other documents in connection therewith, making
such changes in this Registration Statement as the person(s) so acting
deems appropriate, and appoints each of such persons, each with full
power of substitution, attorney-in-fact to sign any amendment (including
any post-effective amendment) to this Registration Statement and to file
same, with exhibits thereto, and other documents in connection therewith.
Signature Title
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/s/ David A. Jones Chairman of the Board,
- --------------------------- President and Chief Executive
David A. Jones Officer (Principal Executive Officer)
/s/ Kent J. Hussey Executive Vice President
- --------------------------- of Finance and Administration,
Kent J. Hussey Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Roger F. Warren Director
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Roger F. Warren
/s/ Trygve Lonnebotn Director
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Trygve Lonnebotn
/s/ Scott A. Schoen Director
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Scott A. Schoen
/s/ Thomas R. Shepherd Director
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Thomas R. Shepherd
/s/ Warren C. Smith, Jr. Director
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Warren C. Smith, Jr.
EXHIBIT INDEX
RAYOVAC CORPORATION
Registration Statement on Form S-8
for the Rayovac Corporation 1996 Stock Option Plan
and 1997 Rayovac Incentive Plan
Exhibit
Number Description
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4.1 Amended and Restated Articles of Incorporation of the
Company (Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1
(Registration No. 333-35181) as declared effective by the
Securities and Exchange Commission on November 20, 1997).
4.2 Amended and Restated By-Laws of the Company (Incorporated
by reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-1 (Registration No. 333-35181) as
declared effective by the Securities and Exchange
Commission on November 20, 1997).
4.3 Shareholders Agreement dated as of September 12, 1996 by
and among the Company and the shareholders of the Company
referred to therein, together with an Amendment thereto
dated August 1, 1997 (Incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 29, 1997 filed with the Securities and
Exchange Commission on August 13, 1997).
4.4 Specimen Certificate for the Common Stock of the Company
(Incorporated by reference to Exhibit 4.9 to the Company's
Registration Statement on Form S-1 (Registration No.
333-35181) as declared effective by the Securities and
Exchange Commission on November 20, 1997).
5 Opinion of James A. Broderick, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of James A. Broderick, Esq. (contained in the
opinion filed as Exhibit 5 to this Registration
Statement).
24 Power of Attorney (included on the signature page of this
Registration Statement).
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Exhibit 5
December 9, 1997
Rayovac Corporation
601 Rayovac Drive
Madison, Wisconsin 53711
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Vice President and General Counsel of Rayovac
Corporation, a Wisconsin corporation (the "Company"), and have acted as
counsel to the Company in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement"), for
the purpose of registering with the Securities and Exchange Commission,
under the Securities Act of 1933, as amended (the "1933 Act"), (i)
2,318,127 shares (the "1996 Shares") of common stock, par value $.01 per
share, of the Company issuable upon the exercise of options granted under
the Company's 1996 Stock Option Plan (the "1996 Plan"), and (ii)
3,000,000 shares (the "1997 Shares", and together with the 1996 Shares,
the "Shares") of common stock, par value $.01 per share, of the Company
issuable upon the exercise of options to be granted under the Company's
1997 Incentive Plan (the "Incentive Plan").
In this connection, I have examined and am familiar with
originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Registration Statement, (ii) the 1996 Plan,
(iii) the Incentive Plan, (iv) the Amended and Restated Articles of
Incorporation and the Amended and Restated By-Laws of the Company, each
as currently in effect, (v) certain resolutions adopted by the Board of
Directors of the Company relating to the issuance of the Shares and
certain related matters, and such other documents, certificates and
records as I have deemed necessary or appropriate as a basis for the opin
ion set forth herein. In my examination, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such
copies. As to any facts material to the opinion expressed herein which I
have not independently established or verified, I have relied upon
statements and representations of officers and other representatives of
the Company and others.
I am admitted to the practice of law in the State of
Illinois, and to the extent that matters of law are addressed herein, the
opinion expressed is limited to the federal laws of the United States of
America, the State of Illinois and the General Corporation Law of the
State of Wisconsin.
Based upon and subject to the foregoing, I am of the
opinion that the Shares have been duly authorized for issuance and, when
the Shares have been paid for and certificates therefor have been issued
and delivered in accordance with the terms of the 1996 Plan or the Incen
tive Plan, as contemplated by the Registration Statement, the Shares will
be validly issued, fully paid and nonassessable except to the extent such
Shares are assessable as provided in Section 180.0622 of the Wisconsin
Business Corporation Law.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent is
required under Section 7 of the 1933 Act or the Rules and Regulations
promulgated thereunder.
This opinion is furnished by me, as counsel to the
Company, in connection with the filing of the Registration Statement
and, except as provided in the immediately preceding paragraph, is not
to be used, circulated, quoted or otherwise referred to for any other
purpose without my express written permission or relied upon by any other
person.
Very truly yours,
/s/ James A. Broderick
-------------------------------
James A. Broderick
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration
statement of Rayovac Corporation on Form S-8 of our report dated November
22, 1996 on our audits of the consolidated financial statements of
Rayovac Corporation as of and for the periods ended September 30, 1996
and June 30, 1996 and 1995 appearing in the registration statement on
Form S-1 (File No. 333-35181) of Rayovac Corporation as filed with the
Securities and Exchange Commission pursuant to the Securities Act of
1933.
/s/ Coopers & Lybrand L.L.P.
Milwaukee, Wisconsin
December 15, 1997
Exhibit 23.2
Consent of KPMG Peat Marwick LLP
The Board of Directors
Rayovac Corporation
We consent to incorporation by reference in the registration statement on
Form S-8 of Rayovac Corporation of our report dated October 28, 1997,
relating to the consolidated balance sheet of Rayovac Corporation and
subsidiaries as of September 30, 1997, and the related consolidated
statements of operations, shareholders' equity and cash flows for the
year ended September 30, 1997, which report appears in Form S-1 of
Rayovac Corporation.
/s/ KPMG Peat Marwick LLP
Milwaukee, Wisconsin
December 15, 1997
