SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
SIGNATURE EYEWEAR, INC.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation or Organization)
95-3876317
(I.R.S. Employer Identification No.)
498 NORTH OAK STREET
INGLEWOOD, CALIFORNIA 90302
(Address of Principal Executive Offices) (Zip Code)
SIGNATURE EYEWEAR, INC. 1997 STOCK PLAN
(Full Title of the Plan)
JULIE HELDMAN, CO-CHAIRMAN AND PRESIDENT
SIGNATURE EYEWEAR, INC.
498 NORTH OAK STREET
INGLEWOOD, CALIFORNIA 90302
(Name and Address of Agent for Service)
(310) 330-2700
(Telephone Number, Including Area Code, of Agent for Service)
____________
Copies to:
ALAN B. SPATZ, ESQ.
TROOP MEISINGER STEUBER & PASICH, LLP
10940 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
_____________
CALCULATION OF REGISTRATION FEE
===============================================================================
Title Of Amount To Proposed Proposed Amount of
Securities To be Registered Maximum Maximum Registration
be Registered Offering Aggregate Fee
Price Per Offering
Share(1) Price(1)
- -------------------------------------------------------------------------------
Common Stock 800,000 Shares $9.125 $7,300,000 $2,154
===============================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon
the average of the bid and asked prices of the Common Stock on the Nasdaq Stock
Market's National Market on March 12, 1998.
Page 1
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1997.
(b) Page 41 from Registrant's Amendment No. 2 to Registration
Statement on Form S-1, File No. 333-30017, containing the
discussion set forth under the caption "Description of Capital
Stock."
(c) All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 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 part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation include a provision that
eliminates the personal liability of its directors to the Registrant and its
shareholders for monetary damages for breach of the directors' fiduciary duties
in certain circumstances. This limitation has no effect on a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the Registrant or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Registrant or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the
Registrant or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to the Registrant or its shareholders, (vi)
Page 2
<PAGE>
under Section 310 of the California Corporations Code (the "California Code")
(concerning contracts or transactions between the Registrant and a director) or
(vii) under Section 316 of the California Code (concerning directors' liability
for improper dividends, loans and guarantees). The provision does not extend
to acts or omissions of a director in his capacity as an officer. Further, the
provision will not affect the availability of injunctions and other equitable
remedies available to the Registrant's shareholders for any violation of a
director's fiduciary duty to the Registrant or its shareholders.
The Registrant's Articles of Incorporation also include an authorization
for the Registrant to indemnify its agents (as defined in Section 317 of the
California Code), through bylaw provisions, by agreement or otherwise, to the
fullest extent permitted by law. Pursuant to this provision, the Registrant's
Bylaws provide for indemnification of the Registrant's directors, officers and
employees. In addition, the Registrant, at its discretion, may indemnify
persons whom the Registrant is not obligated to indemnify. The Bylaws also
allow the Registrant to enter into indemnity agreements with individual
directors, officers, employees and other agents. The Registrant has entered
into indemnification agreements designed to provide the maximum indemnification
permitted by law with all the directors and executive officers of the
Registrant. These agreements, together with the Registrant's Bylaws and
Articles of Incorporation, may require the Registrant, among other things, to
indemnify these directors and executive officers against certain liabilities
that may arise by reason of their status or service as directors or executive
officers (other than liabilities resulting from willful misconduct of a
culpable nature), to advance expenses to them as they are incurred, provided
that they undertake to repay the amount advanced if it is ultimately determined
by a court that they are not entitled to indemnification, and to obtain
directors' and officers' insurance if available on reasonable terms. The
Registrant maintains directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Signature Eyewear, Inc. 1997 Stock Plan - incorporated by
reference to Exhibit 10.1 of Registrant's Registration
Statement on Form S-1 dated June 25, 1997, File No. 333-30017,
as amended.
4.2 Form of Registrant's Stock Option Agreement (Non-Statutory
Stock Option) - incorporated by reference to Exhibit 10.2 of
Registrant's Registration Statement on Form S-1 dated June 25,
1997, File No. 333-30017, as amended.
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP regarding
validity of securities.
23.1 Consent of Troop Meisinger Steuber & Pasich, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).
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;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
Page 3
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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; and
(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.
(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 of 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 Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
(c) 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 foregoing provisions, or otherwise,
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 the 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, Registrant will, unless in the
opinion of the counsel the matter has been settled by controlling precedent,
submit to the appropriate jurisdiction the question of 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.
Page 4
<PAGE>
SIGNATURES
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 Los Angeles, State of California, on this 13th
day of March, 1998.
SIGNATURE EYEWEAR, INC.
(Registrant)
By: /s/ Julie Heldman
--------------------------
JULIE HELDMAN, PRESIDENT
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Julie Heldman and Michael Prince, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective
amendments) 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
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, 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 either of them, or their 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 has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Bernard Weiss Co-Chairman of the Board March 4, 1998
- ----------------------- and Chief Executive Officer
BERNARD WEISS
/s/ Julie Heldman
- -----------------------
JULIE HELDMAN Co-Chairman of the Board, March 4, 1998
President and Secretary
/s/ Michael Prince Chief Accounting Officer March 4, 1998
- ----------------------- and Director
MICHAEL PRINCE (Principal Financial and
Accounting Officer)
/s/ Daniel Warren Director March 7, 1998
- -----------------------
DANIEL WARREN
/s/ Maurice Buchsbaum Director March 5, 1998
- -----------------------
MAURICE BUCHSBAUM
Page 5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
4.1 Signature Eyewear, Inc. 1997 Stock Plan - incorporated by
reference to Exhibit 10.1 of Registrant's Registration Statement
on Form S-1 dated June 25, 1997, File No. 333-30017, as amended.
4.2 Form of Registrant's Stock Option Agreement (Non-Statutory Stock
Option) - incorporated by reference to Exhibit 10.2 of
Registrant's Registration Statement on Form S-1 dated June 25,
1997, File No. 333-30017, as amended.
5.1 Opinion of Troop Meisinger Steuber & Pasich LLP regarding
validity of securities.
23.1 Consent of Troop Meisinger Steuber & Pasich (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
Page 6
<PAGE>
[LETTERHEAD OF TROOP MEISINGER STEUBER & PASICH, LLP]
March 17, 1998
Signature Eyewear, Inc.
498 North Oak Street
Inglewood, CA 90302
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement")to which this letter is attached as Exhibit 5.1
filed by Signature Eyewear, Inc., a California corporation (the"Company"), in
order to register under the Securities Act of 1933, as amended (the "Act"),
800,000 shares of Common Stock (the "Shares"), of the Company issuable pursuant
to the Company's 1997 Stock Plan (the"Plan").
We are of the opinion that the Shares have been duly authorized and upon
issuance and sale in conformity with and pursuant to the Plan, the Shares will
be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof.
Respectfully submitted,
/s/ TROOP MEISINGER STEUBER & PASICH, LLP
TROOP MEISINGER STEUBER & PASICH, LLP
[LETTERHEAD OF TROOP MEISINGER STEUBER & PASICH, LLP]
March 17, 1998
United States Securities and Exchange Commission
450 5th Street
Washington, D.C. 20549-1004
Mail Stop 1-4
Attn: Filing Desk
RE: SIGNATURE EYEWEAR, INC.
Ladies and Gentlemen:
Pursuant to Rules 101(a) and 309 of Regulation S-T, enclosed for filing on
behalf of Signature Eyewear, Inc., a California corporation, is a Form S-8.
The registration fee in the amount of $2,154 has been wired to the
Commission's lock box as of the date hereof.
If you have any questions or require any additional information or
documents, please telephone the undersigned or John McIlvery at (310) 443-7659.
Sincerely,
/s/ Mark Dancsecs
Mark S. Dancsecs
for TROOP MEISINGER
STEUBER & PASICH, LLP
Encl.
cc: National Association of Securities Dealers
