<PAGE> 1
As filed with the Securities and Exchange Commission on July 25, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
ACORN PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
500 DUBLIN AVENUE
COLUMBUS, OHIO 43215
(Address of principal executive offices, including zip code)
DELAWARE 22-3265462
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
-------------------------
ACORN PRODUCTS, INC. DEFERRED EQUITY COMPENSATION PLAN FOR
DIRECTORS
(Full title of the plan)
-------------------------
GAVRIL MIHALY
500 DUBLIN AVENUE
COLUMBUS, OHIO 43215
(614) 222-4400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
COPIES TO:
J. Mitchell Dolloff, Esq. Conor D. Reilly, Esq.
General Counsel and Vice-President Gibson, Dunn & Crutcher LLP
500 Dublin Avenue 200 Park Avenue
Columbus, Ohio 43215 New York, New York 10166
(614) 222-4400 (212) 351-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Per Aggregate Offering Registration
to be Registered Registered(1) Share(2) Price(2) Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 73,000 shares N/A $876,000 $266
- -----------------------------------------------------------------------------------------------------
Common Stock
Equivalents (3) (3) (3) (3) (3)
=====================================================================================================
</TABLE>
(1) Pursuant to Rule 416, there also is being registered such number of
additional shares of Common Stock which may become available for issuance
pursuant to the foregoing plan in the event of certain changes in
outstanding shares, including reorganizations, recapitalizations, stock
splits, stock dividends and reverse stock splits.
(2) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 in the case of 73,000 shares of Common Stock
registered with respect to the Acorn Products, Inc. Deferred Equity
Compensation Plan for Directors, based upon the average price of the
Common Stock on July 22, 1997.
(3) Common Stock Equivalents represent the right to receive shares of Common
Stock pursuant to the Acorn Products, Inc. Deferred Equity Compensation
Plan for Directors. The required information regarding the Common Stock
Equivalents is subsumed in the information above regarding the Common
Stock. Pursuant to Instruction F to Form S-8 and Rule 416(c) no filing fee
is due with respect to the Common Stock Equivalents.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") or if no such report has been
filed, the Registrant's registration statement on Form S-1
(File No. 333-25325);
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by Registrant's latest annual report referred to
in (a) above;
(c) The description of the Common Stock contained in the
Registrant's effective registration statement on Form 8-A
(File No. 000-22717), including any amendment or report filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports and
documents.
Any statement contained herein or 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 that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock of the Registrant is registered under Section 12(g) of
the Exchange Act.
The Common Stock Equivalents are being registered under this Registration
Statement to be offered to non-employee Directors of the Registrant pursuant to
the Registrant's Deferred Equity Compensation Plan (the "Plan"). The Common
Stock Equivalents represent the right to receive shares of Common Stock and are
issuable to non-employee directors of the Registrant (the "Directors") as
deferred compensation under the Plan.
A Director may elect to defer receipt of all or one-half of the annual
director's fee payable in cash to the Director for serving on the Board of
Directors (the "Board") or any committee thereof. Fees deferred by a Director
will be credited to his or her deferred stock equivalent account (the "Account")
as of the date such amounts otherwise would have been paid in cash to the
Director and will be converted into Common Stock Equivalents based on the fair
market value of the Common Stock on such date.
Dividends or other distributions with respect to Common Stock Equivalents
will be deemed to have been paid as if such Common Stock Equivalents were actual
shares of Common Stock issued and outstanding on the respective record or
distribution dates. Common Stock Equivalents will be credited to a Director's
Account in respect of cash dividends and any other securities or property
distributed with respect to the Common Stock in connection with
reclassifications, spin-offs and the like on the basis of the value of the
dividend or other asset distributed and the fair market value of the Common
Stock Equivalents on the date of the announcement of the dividend or asset
distribution in the same amount as dividends or other distributions are paid or
distributed with respect to the Common Stock. Fractional Common Stock
Equivalents will be credited to a Director's Account cumulatively, but the
balance of Common Stock Equivalents in a Director's Account will be rounded to
the next highest whole Common Stock Equivalent for any distribution to such
Director.
As soon as practicable following termination of service as a Director, a
Director's Account will be distributed as directed by the Director in his or her
most recent election deferral notice. However, any such notice, other than a
Director's initial notice, will not be effective to direct the time and manner
of distribution of the Director's Account unless received by the Committee at
least two years prior to the effective date of the Director's termination of
service. Either a lump sum or the first of a stated number of equal annual
installments will be distributed in the year of a Director's termination.
Succeeding installments of Common Stock will be distributed on January 31 of
each calendar year following the year in which the first distribution was made.
Distributions will consist of one share of Common Stock for each Common Stock
Equivalent credited to a Director's Account.
In the event of a Director's death before the balance of his or her
Account is fully distributed, distribution of the balance of the Director's
Account will be made to the designated beneficiary or beneficiaries, at such
time or times and in such manner as designated by the Director or, in the
absence of a designation as to the time and manner of distribution, in the time
and manner selected by the Committee. The Committee may, in its discretion, take
into account the application of any designated beneficiary and direct that the
balance of the Director's Account be distributed to such beneficiary in the
manner requested by such application.
In the event of a Change in Control (as defined below), each Director will
receive, within ten days of the date of such Change in Control, a lump sum
distribution of the number of shares of Common Stock equal to the number of
Common Stock Equivalents credited to the Director's Account as of the date of
the Change in Control. A "Change in Control" is defined in the Plan as the
occurrence of any of the following events: (i) the acquisition by any Person (as
defined in
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<PAGE> 4
Section 13(d) of the Exchange Act) other than TCW (as defined below) or Oaktree
Capital Management LLC or its affiliates ("Oaktree") of beneficial ownership (as
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except such Person
shall be deemed to have "beneficial ownership" of all securities that such
Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time) of securities of the Registrant (a) having
25% or more of the total voting power of the then outstanding voting securities
of the Registrant and (b) having more voting power than the securities of the
Registrant beneficially owned by Oaktree; (ii) during any twelve month period, a
change in the Board occurs such that Incumbent Members do not constitute a
majority of the Board; (iii) a sale of all or substantially all of the assets of
the Registrant or UnionTools, Inc.; or (iv) the consummation of a merger or
consolidation of the Registrant with any other Person, provided, however, that
no Change of Control shall be deemed to have occurred if (A) after such merger
or consolidation the voting securities of the Registrant prior to such merger or
consolidation continue to represent more than 50% of the combined voting power
of such Person or (B) if such merger or consolidation does not result in a
material change in the beneficial ownership of the Registrant's voting
securities. "Incumbent Members" means the members of the Board on the date
immediately preceding the commencement of a twelve-month period, provided that
any person becoming a Director during such twelve-month period whose election or
nomination for election was approved by a majority of the Directors who, on the
date of such election or nomination for election, comprised the Incumbent
Members shall be considered one of the Incumbent Members in respect of such
twelve-month period. "TCW" means: TCW Special Credits Plus Fund; TCW Special
Credits Fund III; TCW Special Credits Fund IIIb; TCW Special Credits Fund IV;
TCW Special Credits Trust; TCW Special Credits Trust IIIb; TCW Special Credits
Trust IV; TCW Special Credits Trust IVa; TCW Special Credits, as investment
manager of Delaware State Employees' Retirement Fund, Weyerhaeuser Company
Pension Trust and The Common Fund for Bond Investments; and any of their
respective affiliates.
In the event of an "unforeseeable emergency", the Committee may determine
the amounts distributable to a Director under the Plan and distribute such
amounts in shares of Common Stock without regard to the distribution dates
otherwise determined by the Committee to the extent the Committee determines
that such action is necessary in light of immediate and substantial needs of the
Director (or his beneficiary). An "unforseeable emergency" is a severe financial
hardship to the Director resulting from a sudden and unexpected illness or
accident of the Director or beneficiary, or of a dependent (as defined in
Section 152(a) of the Internal Revenue Code) of the Director or beneficiary,
loss of the Director's or beneficiary's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Director or beneficiary.
Notwithstanding any other provision of the Plan regarding distributions,
if the Internal Revenue Service (the "Service") should finally determine that
part or all of the value of a Director's Account which has not actually been
distributed to the Director is nevertheless required to be included in the
Director's gross income for federal income tax purposes, then the balance of the
Account or the part thereof that was determined to be includable in gross income
will be distributed in shares of Common Stock to the Director, in a lump sum as
soon as practicable after such determination, without any action or approval by
the Committee.
The right of a Director and his beneficiary to receive distributions
pursuant to the Plan is not subject to sale, transfer (other than by will or the
laws of descent and distribution), assignment, pledge, encumbrance, attachment
or garnishment by creditors of a participating Director or his beneficiary.
The Registrant reserves the right to amend, modify or terminate the Plan
at any time except that no such amendment, modification or termination shall
reduce the then existing balance of any Director's Account or otherwise
adversely change the terms and conditions thereof without the Director's
consent.
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<PAGE> 5
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock and the Common Stock
Equivalents registered hereby will be passed upon for the Registrant by Gibson,
Dunn & Crutcher LLP, New York, New York. Conor D. Reilly, a partner of Gibson,
Dunn & Crutcher LLP is Chairman of the Board and a director of the Registrant.
J. Mitchell Dolloff was an associate at Gibson, Dunn & Crutcher LLP prior to
becoming General Counsel and Vice-President of the Registrant on June 24, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors of the
Registrant under certain circumstances from liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.
As permitted by the DGCL, the Registrant's Certificate of Incorporation
(the "Charter") provides that, to the fullest extent permitted by the DGCL, no
director shall be liable to the Registrant or to its shareholders for monetary
damages for breach of his fiduciary duty as a director. Delaware law does not
permit the elimination of liability (i) for any breach of the director's duty of
loyalty to the Registrant or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock redemptions
or repurchases or (iv) for any transaction from which the director derives an
improper personal benefit. The effect of this provision in the Charter is to
eliminate the rights of the Registrant and its shareholders (through
shareholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for breach of fiduciary duty as a director thereof
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i)-(iv), inclusive, above. These
provisions will not alter the liability of directors under federal securities
laws.
The Registrant's Bylaws (the "Bylaws") provide that the Registrant may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Registrant) by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation or enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.
The Bylaws also provide that the Registrant may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Registrant to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted under similar standards, except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Registrant unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine that despite the adjudication of
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liability, such person is fairly and reasonably entitled to be indemnified for
such expenses which the Court of Chancery of the State of Delaware or the court
in which such action was brought shall deem proper.
The Bylaws also provide that to the extent a director or officer of the
Registrant has been successful in the defense of any action, suit or proceeding
referred to in the previous paragraphs or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith; that indemnification provided for in
the Bylaws shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the Registrant may purchase and
maintain insurance on behalf of a director or officer of the Registrant against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the Registrant would have the
power to indemnify him against such liabilities under such Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER Description of Exhibit
------ ----------------------
<S> <C>
4.01 Acorn Products, Inc. Deferred Equity Compensation Plan for
Directors, incorporated by reference to Exhibit 10.3 to
Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-25325) filed with the commission
on May 23, 1997.
4.02 Amended and Restated Certificate of Incorporation of the
Registrant, filed with the Delaware Secretary of State on April
15, 1997, incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-25325) filed with the Commission on April 17, 1997.
4.03 Bylaws of the Registrant, incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-25325) filed with the Commission on April
17, 1997.
4.04 Form of Certificate for shares of Common Stock, $0.001 par
value per share, of the Registrant incorporated by reference to
Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-25325) filed with
the commission on May 23, 1997.
5.01 Opinion of Gibson, Dunn & Crutcher LLP.
23.01 Consent of Ernst & Young LLP.
23.02 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5.01).
24.01 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
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<PAGE> 7
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;
(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 this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the 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
estimated 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 a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 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
Securities 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 Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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<PAGE> 8
(c) Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Columbus, State of Ohio, on July 25, 1997.
Acorn Products, Inc.
By: /s/ Gavril Mihaly
----------------------------------
Gavril Mihaly
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gavril Mihaly and Conor D. Reilly and each of
them, his true and lawful attorneys-in-fact and agents, 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 (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
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 each said attorneys-in-fact and agent or any of them or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacity indicated on
July 25, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Gavril Mihaly Director, President, and Chief Executive Officer
- --------------------------------------- (Principal Executive Officer)
Gavril Mihaly
/s/ Stephen M. Kasprisin Chief Financial Officer and Treasurer
- --------------------------------------- (Principal Financial and Accounting Officer)
Stephen M. Kasprisin
/s/ Conor D. Reilly Chairman of the Board
- ---------------------------------------
Conor D. Reilly
/s/ William W. Abbot Director
- ---------------------------------------
William W. Abbott
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Director
- ---------------------------------------
Matthew S. Barrett
/s/ Stephen A. Kaplan Director
- ---------------------------------------
Stephen A. Kaplan
/s/ John I. Leahy Director
- ---------------------------------------
John I. Leahy
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
------ ---------------------- ----
<S> <C> <C>
4.01 Acorn Products, Inc. Deferred Equity Compensation Plan for Directors,
incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333- 25325) filed with the commission on May 23, 1997.
4.02 Amended and Restated Certificate of Incorporation of the Registrant,
filed with the Delaware Secretary of State on April 15, 1997,
incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-25325) filed
with the Commission on April 17, 1997.
4.03 Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1 (Registration No.
333- 25325) filed with the Commission on April 17, 1997.
4.04 Form of Certificate for shares of Common Stock, $0.001 par value per
share, of the Registrant incorporated by reference to Exhibit 4.1 to
Amendment No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-25325) filed with the commission on May 23,
1997.
5.01 Opinion of Gibson, Dunn & Crutcher LLP.
23.01 Consent of Ernst & Young LLP.
23.02 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.01).
24.01 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
10
<PAGE> 1
July 25, 1997
(212) 351-4000 07329-00031
Acorn Products, Inc.
500 Dublin Avenue
Columbus, Ohio 43215
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") of Acorn Products, Inc., a Delaware corporation (the "Company"),
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), in connection
with the issuance of up to 73,000 shares (the "Shares") of Common Stock, par
value $.001 per share (the "Common Stock"), of the Company and certain Common
Stock Equivalents (the "Common Stock Equivalents") pursuant to the Company's
Deferred Equity Compensation Plan for Directors (the "Plan"). Pursuant to the
Plan, non-employee directors of the Company can elect to receive on a deferred
basis all or a portion of the annual fees payable in cash to them as directors
of the Company in the form of Common Stock. The Common Stock Equivalents
represent the right to receive the Shares of Common Stock issuable as deferred
compensation under the Plan.
For the purposes of the opinion set forth below, we have examined and are
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the issuance of the Common Stock Equivalents and the Shares,
including, among other things, such corporate records of the Company and
certificates of officers of the Company and of public officials and such other
documents as we have deemed relevant and necessary as the bases for the opinion
set forth below. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents
<PAGE> 2
Acorn Products, Inc.
July 25, 1997
Page 2
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing examination and in reliance thereon, and subject
to the assumptions stated and relying on statements of fact contained in the
documents that we have examined, it is our opinion that when (i) the
Registration Statement has become effective under the Securities Act, (ii) the
Common Stock Equivalents and the Shares have been issued as contemplated in the
Registration Statement and in accordance with the provisions of the Plan and
(iii) the Common Stock Equivalents and the Shares have been duly delivered, the
Common Stock Equivalents and the Shares will be legally issued, fully paid and
non-assessable.
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the laws of the United States of America, the State of
New York and the General Corporation Law of the State of Delaware. In rendering
this opinion, we assume no obligation to revise or supplement this opinion
should present laws, or the interpretations thereof, be changed.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
<PAGE> 1
Exhibit 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Deferred Equity Compensation Plan for Directors of Acorn
Products, Inc. and Subsidiaries of our report dated October 4, 1996 (except for
Notes 3, 4, 11 and 13 as to which the date is June 2, 1997), with respect to the
consolidated financial statements and schedules of Acorn Products, Inc.,
included in the Registration Statement on Form S-1 (No. 333-25325) which became
effective with the Securities and Exchange Commission on June 23, 1997.
/s/ ERNST & YOUNG LLP
----------------------
Columbus, Ohio
July 25, 1997
11
