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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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GENERAL CIGAR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3922128
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
387 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10016-8899
(Address of principal executive offices)
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GENERAL CIGAR HOLDINGS, INC. 1997 STOCK PLAN
(Full title of Plan)
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EDGAR M. CULLMAN, JR.
GENERAL CIGAR HOLDINGS, INC.
387 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10016-8899
(212) 448-3800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
R. RONALD HOPKINSON, ESQ.
LATHAM & WATKINS
885 THIRD AVENUE
SUITE 1000
NEW YORK, NY 10022-4802
(212) 906-1840
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Amount Proposed Maximum
Title of Each Class of Shares Maximum Aggregate Amount of
of Securities to to be Offering Price Offering Registration
be Registered Registered(1) Per Share(2) Price (2) Fee
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<S> <C> <C> <C> <C>
Class A Common
Stock $.01 par value 3,300,000 $27.94 $92,202,000 $27,940.00
</TABLE>
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(1) Represents the maximum number of shares that may be acquired under the
General Cigar Holdings, Inc. 1997 Stock Plan (the "Plan").
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h) of the Securities Act of 1933, the Proposed Maximum Offering Price
Per Share, $27.94, is based upon the average of the high and low prices for
the Company's Class A Common Stock, par value $.01 per share ("Class A
Stock"), on the composite tape for the New York Stock Exchange on
June 26, 1997.
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PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by General Cigar Holdings, Inc., a Delaware corporation (the
"Company") and are incorporated as of their respective dates in this
Registration Statement by reference:
(1) The Company's Quarterly Report on Form 10-Q/A for the thirteen
weeks ended March 1, 1997, filed May 5, 1997 (File No.
001-12757).
(2) The Company's prospectus filed pursuant to Rule 424(b)(4) under
the Securities Act of 1933, as amended, filed February 28, 1997
(File No. 333-18791).
(3) The description of the Company's Class A Stock contained in the
Company's Registration Statement on Form 8/A, filed February 20,
1997 (File No. 001-12757).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (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
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing 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 such 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
Not applicable.
2
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Item 6. Indemnification of Directors and Officers
The Amended Certificate contains a provision which eliminates the
personal liability of a director to the Company and its stockholders for certain
breaches of his or her fiduciary duty of care as a director. This provision
does not, however, eliminate or limit the personal liability of a director (i)
for any breach of such director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Delaware
statutory provisions making directors personally liable, under a negligence
standard, for unlawful dividends or unlawful stock repurchases or redemptions or
(iv) for any transaction from which the director derives an improper personal
benefit. This provision offers persons who serve on the Board of Directors of
the Company protection against awards of monetary damages resulting from
breaches of their duty of care (except as indicated above), including grossly
negligent business decisions made in connection with takeover proposals for the
Company. As a result of this provision, the ability of the Company or a
stockholder thereof to successfully prosecute an action against a director for a
breach of his duty of care has been limited. However, the provision does not
affect the availability of equitable remedies such as an injunction or recision
based upon a director's breach of his duty of care. The SEC has taken the
position that the provision will have no effect on claims arising under the
federal securities laws.
In addition, the Amended Certificate and By-Laws provide mandatory
indemnification rights, subject to limited exceptions, to any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is
or was a director or officer of the Company, or is or was serving at the request
of the Company as a director or officer of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. Such
indemnification rights include reimbursement for expenses incurred by such
person in advance of the final disposition of such proceeding in accordance with
the applicable provisions of the General Corporation Law of the state of
Delaware.
Item 8. Exhibits
4.1 Certificate of Incorporation of the Company (incorporated by reference
to the Company's Registration Statement on Form S-1 as filed on
December 24, 1996, as amended).
4.2 Bylaws of the Company (incorporated by reference to the Company's
Registration Statement on Form S-1 as filed on December 24, 1996, as
amended).
5.1 Opinion of Latham & Watkins regarding the legality of the Class A
Stock being registered.
23.1 Consent of Price Waterhouse LLP regarding the combined financial
statements of General Cigar Holdings, Inc.
23.2 Consent of Price Waterhouse LLP regarding the consolidated financial
statements of Villazon & Company, Inc. and Subsidiary.
23.3 Consent of Price Waterhouse regarding the financial statements
of Honduras American Tabaco, S.A. de C.V.
23.4 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (see signature page).
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:
3
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(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration 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 Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the 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.
(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 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 this 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 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 Securities and Exchange 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New York, New York, on July 1, 1997.
GENERAL CIGAR HOLDINGS, INC.
By: /s/ Edgar M. Cullman, Jr.
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Edgar M. Cullman, Jr.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Edgar M. Cullman, Jr. 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
or all amendments or supplements to this Registration Statement and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto 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 attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
5
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities with General Cigar Holdings, Inc. and on the dates
indicated.
SIGNATURE TITLE DATE
President and Director
/s/ Edgar M. Cullman, Jr. (Principal Executive Officer) July 1, 1997
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Edgar M. Cullman, Jr.
Executive Vice President
Finance and Administration
and Treasurer (Principal
/s/ Jay M. Green Financial Officer) July 1, 1997
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Jay M. Green
Senior Vice President
-- Controller (Principal
/s/ Joseph C. Aird Accounting Officer) July 1, 1997
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Joseph C. Aird
/s/ Edgar M. Cullman Director July 1, 1997
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Edgar M. Cullman
/s/ Bruce A. Barnet Director July 1, 1997
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Bruce A. Barnet
/s/ John L. Bernbach Director July 1, 1997
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John L. Bernbach
Director July 1, 1997
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John L. Ernst
/s/ Thomas C. Israel Director July 1, 1997
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Thomas C. Israel
/s/ Dan W. Lufkin Director July 1, 1997
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Dan W. Lufkin
6
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Director July 1, 1997
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Graham V. Sherren
Director July 1, 1997
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Peter J. Solomon
Director July 1, 1997
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Francis T. Vincent, Jr.
7
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Exhibit Index
4.1 Certificate of Incorporation of the Company (incorporated by reference
to the Company's Registration Statement on Form S-1 as filed on
December 24, 1996, as amended).
4.2 Bylaws of the Company (incorporated by reference to the Company's
Registration Statement on Form S-1 as filed on December 24, 1996, as
amended).
5.1 Opinion of Latham & Watkins regarding the legality of the Class A
Stock being registered.
23.1 Consent of Price Waterhouse LLP regarding the combined financial
statements of General Cigar Holdings, Inc.
23.2 Consent of Price Waterhouse LLP regarding the consolidated financial
statements of Villazon & Company, Inc. and Subsidiary.
23.3 Consent of Price Waterhouse regarding the financial statements
of Honduras American Tabaco, S.A. de C.V.
23.4 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (see signature page).
8
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Exhibit 5.1
[Latham & Watkins Letterhead]
July 2, 1997
General Cigar Holdings, Inc.
387 Park Avenue South
New York, New York 10016-8899
Re: Registration Statement on Form S-8 with respect to 3,300,000 shares of
GENERAL CIGAR HOLDINGS, INC. CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
Ladies and Gentlemen:
In connection with the preparation and filing by General Cigar Holdings,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the issuance by the Company of 3,300,000 shares of the Company's Class A Common
Stock, par value $.01 per share (the "Shares"), pursuant to the General Cigar
Holdings, Inc. 1997 Stock Plan (the "Plan"), you have requested our opinion with
respect to the matters set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agency within any state.
<PAGE>
Subject to the foregoing, it is our opinion that the Shares have been duly
authorized and, when issued and sold upon exercise of the options for such
Shares and payment of the exercise price therefor as contemplated by the Plan
will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ LATHAM & WATKINS
<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 General Cigar Holdings, Inc. of our report dated
January 28, 1997 relating to the combined financial statements of General
Cigar Holdings, Inc., which appears on page F-2 of the Form S-1/A of General
Cigar Holdings, Inc.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
June 30, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of General Cigar Holdings, Inc. of our report dated
December 20, 1996 relating to the consolidated financial statements of
Villazon & Company, Inc. and Subsidiary, which appears on page F-21 of the
form S-1/A of General Cigar Holdings, Inc.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Tampa, Florida
June 30, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of General Cigar Holdings, Inc. of our report dated
December 20, 1996 relating to the financial statements of Honduras American
Tabaco, S.A. de C.V., which appears on page F-33 of the Form S-1/A of General
Cigar Holdings, Inc.
/s/ Price Waterhouse
PRICE WATERHOUSE
Tegucigalpa, Honduras
June 30, 1997
