<PAGE> 1
As filed with the Securities and Exchange Commission on August 15, 2000
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)
Delaware 22-3265462
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
390 Dublin Avenue
Columbus, Ohio 43215
(Address of Registrant's principal executive offices)
----------
ACORN PRODUCTS, INC.
SECOND AMENDED AND RESTATED 1997 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
----------
John G. Jacob
Chief Financial Officer
Acorn Products, Inc.
390 Dublin Avenue
Columbus, Ohio 43215
(614) 222-4400
(Name, address and telephone number of agent for service)
----------
Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share* Price* Registration Fee*
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 300,000 $1.1875 $356,250 $94.05
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of Acorn
Products, Inc. common stock as reported on the Nasdaq SmallCap Market on August
10, 2000.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Acorn Products, Inc. common stock, $.001 par value, as may
be issuable pursuant to future stock dividends, stock splits or similar
transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Acorn
Products, Inc. Second Amended and Restated 1997 Non-Employee Director Stock
Option Plan, specified in Part I will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not filed as part of this Registration
Statement in accordance with the Note to Part I of the Form S-8 Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
We incorporate by reference into this Registration Statement the
contents of the Form S-8 Registration Statements previously filed with the
Securities and Exchange Commission by the Registrant on July 9, 1998,
Registration No. 333-58807, and November 12, 1999, Registration No. 333-90889.
II-1
<PAGE> 3
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 Columbus, State of Ohio, on August 15, 2000.
ACORN PRODUCTS, INC.
By: /s/ John G. Jacob
---------------------------------
John G. Jacob, Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* A. Corydon Meyer President, Chief Executive August 15, 2000
----------------------- Officer, and Director
A. Corydon Meyer
/s/ John G. Jacob Vice President and Chief August 15, 2000
----------------------- Financial Officer
John G. Jacob
* William W. Abbott Chairman August 15, 2000
-----------------------
William W. Abbott
* Matthew S. Barrett Director August 15, 2000
-----------------------
Matthew S. Barrett
* John J. Kahl Director August 15, 2000
-----------------------
John J. Kahl
* Stephen A. Kaplan Director August 15, 2000
-----------------------
Stephen A. Kaplan
* John L. Mariotti Director August 15, 2000
-----------------------
John L. Mariotti
*By: /s/ John G. Jacob
-------------------------------------------
John G. Jacob, Attorney-in-fact for each of
the persons indicated
II-2
<PAGE> 4
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.
-------------------------
EXHIBITS
-------------------------
II-3
<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Exhibit Description
------ -------------------
4(a) Amended and Restated Certificate of Incorporation of Acorn
Products, Inc. (Previously filed as Exhibit 3.1 to
Registration Statement on Form S-1 (Registration No.
333-25325), and incorporated herein by reference).
4(b) Amended and Restated Bylaws of Acorn Products, Inc.
(Previously filed as Exhibit 3.2 to Registration Statement on
Form S-1 (Registration No. 333-25325), and incorporated herein
by reference).
4(c) * Acorn Products, Inc. Second Amended and Restated 1997
Non-Employee Director Stock Option Plan.
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
23(a) Consent of Porter, Wright, Morris & Arthur LLP (included in
Exhibit 5 filed herewith).
23(b) * Consent of Ernst & Young LLP.
24 * Powers of Attorney.
----------
* Filed with this Registration Statement
II-4
