<PAGE>
As filed with the Securities and Exchange Commission on November , 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
U.S.A. FLORAL PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-2030697
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1025 Thomas Jefferson Street, N.W.
Suite 600 East
Washington, D.C. 20007 19406
(Address of Principal Executive Offices) (Zip Code)
U.S.A. FLORAL PRODUCTS, INC.
1997 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
and
U.S.A. FLORAL PRODUCTS, INC.
1997 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full Title of the Plan)
and
U.S.A. FLORAL PRODUCTS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
MR. ROBERT J. POIRIER
Chairman, President and Chief Executive Officer
U.S.A. Floral Products, Inc.
1025 Thomas Jefferson Street, N.W.
Suite 600 East
Washington, D.C. 20007
(Name and Address of Agent for Service)
(202) 333-0800
(Telephone Number, Including Area Code, of Agent for Service)
-----------------------
Copy of all communications to:
DAVID A. GERSON, ESQ.
Morgan, Lewis & Bockius LLP
One Oxford Centre
Pittsburgh, PA 15219
(412) 560-3300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed maximum Proposed maximum
Title Of Securities Amount to be offering price aggregate Amount of
To Be Registered registered per share (1) offering price (1) registration fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 2,626,600 shares $17.4375 $45,801,338 $13,880
par value
================================================================================================
</TABLE>
(1) Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose
of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on
November 7, 1997 as reported on the Nasdaq National Market
================================================================================
<PAGE>
This Registration Statement on Form S-8 (the "Registration
Statement") filed by U.S.A. Floral Products, Inc. (the "Registrant")
relates to shares (the "Shares") of the Registrant's Common Stock, par
value $.001 per share, (the "Common Stock") and issuable pursuant to (i)
the U.S.A. Floral Products, Inc. 1997 Long-Term Incentive Plan (the "Long-
Term Incentive Plan"), (ii) the U.S.A. Floral Products, Inc. 1997 Non-
Employee Directors' Stock Plan (the "Directors' Plan") and (iii) the
Employee Stock Purchase Plan (the "Stock Purchase Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, as filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement:
(a) The final prospectus filed on October 14, 1997 (the
"Prospectus") pursuant to Rule 424(b) under the Securities Act of
1933, as amended;
(b) The Registrant's 1997 Long-Term Incentive Plan, filed as
Exhibit 10.10 of the Registration Statement on Form S-1 (File No.
333-33131);
(c) The Registrant's 1997 Non-Employee Directors' Stock Plan,
filed as Exhibit 10.11 of the Registration Statement on Form S-1 (File
No. 333-33131);
(d) The Registrant's 1997 Employee Stock Purchase Plan, filed
as Exhibit 10.12 of the Registration Statement on Form S-1 (File No.
333-33131); and
(e) The description of the Common Stock of the Registrant set
forth on the Registration Statement on Form 8-A, filed by the
Registrant with the Commission on September 23, 1997 to register the
Common Stock under the Securities Exchange Act of 1934.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
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 hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed to constitute a part hereof except as so modified or
superseded.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The financial statements of the Registrant as of June 30, 1997
included in the Prospectus have been so included in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The financial statements of The Roy Houff Company, Bay State Florist
Supply, Inc. and Flower Trading Corporation, N.V. as of December 31, 1995
and 1996 and for each of the three years in the period ended December 31,
1996 included in the Prospectus have been so included in reliance on the
report of Price Waterhouse LLP, independent accounts, given on the
authority of said firm as experts in auditing and accounting.
1
<PAGE>
The financial statements of American Florist Supply, Inc. Monterey Bay
Bouquet, Inc. Bay Area Bouquets, Inc. and Alpine Gem Flower Shippers, Inc.
as of December 31, 1995 and 1996 and for the years then ended included in
the Prospectus have been so included in reliance on the report of Price
Waterhouse LLP, independent accounts, given on the authority of said firm
as experts in auditing and accounting.
The financial statements of United Wholesale Florists, Inc. and United
Wholesale Florists of America, Inc. as of June 30, 1996 and 1997 and for
each of the three years in the period ended June 30, 1997 included in the
Prospectus have been so included in reliance on the report of Price
Waterhouse LLP, independent accounts, given on the authority of said firm
as experts in auditing and accounting.
The financial statements of CFX, Inc. as of December 31 1996 and for
the year then ended included in the Prospectus have been so included in
reliance on the report of Price Waterhouse LLP, independent accounts, given
on the authority of said firm as experts in auditing and accounting.
The financial statements of CFX, Inc. as of December 31, 1994 and 1995
and for the years then ended included in the Prospectus have been so
included in reliance on the report of Madsen, Sapp, Mena, Rodriguez & Co.,
P.A., independent accountants, given on the authority of said firm as
experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of
directors to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty, except for liability (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) under Section 174 of the DGCL, or (d)
for any transaction from which the director derived an improper personal
benefit. Article 10 of the registrant's Certificate of Incorporation
provides that the personal liability of directors of the registrant is
eliminated to the fullest extent permitted by Section 102(b)(7) of the
DGCL.
Under Section 145 of the DGCL, a corporation has the power to
indemnify directors and officers under certain prescribed circumstances and
subject to certain limitations against certain costs and expenses,
including attorneys' fees actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party by reason
of being a director or officer of the corporation if it is determined that
the director or officer acted in accordance with the applicable standard of
conduct set forth in such statutory provision. Article 7 of the
registrant's Bylaws provides that the registrant will 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 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 entity, against certain
liabilities, costs and expenses. Article 7 further permits the registrant
to maintain insurance on behalf of any person who 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 entity, against any liability asserted against such person and
incurred by such person in any such capacity or arising out of his status
as such, whether or not the registrant would have the power to indemnify
such person against such liability under the DGCL. The registrant maintains
directors' and officers' liability insurance.
Under Section 7 of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify directors and officers
of the registrant against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Securities Act"). Reference is
made to the form of Underwriting Agreement filed as Exhibit 1.01 hereto.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit
Number Exhibit
------ -------
5.01 Opinion of Morgan, Lewis & Bockius LLP
23.01 Consent of Price Waterhouse LLP
23.02 Consent of Madsen, Sapp, Mena, Rodriguez & Co.
23.03 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
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 registration 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 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.
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a post-
effective amendment by those subparagraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 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 that remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for the purpose 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 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 herein and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
3
<PAGE>
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, 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.
[signatures on next 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 Washington, District of Columbia,
on the 7th day of November, 1997.
U.S.A. FLORAL PRODUCTS, INC.
By: /s/ ROBERT J. POIRIER
-------------------------------------
Robert J. Poirier
Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of the Registrant hereby constitutes and appoints
Robert J. Poirier, his true and lawful attorney-in-fact and agent, for him
and in his name, place and stead, in any and all capacities, to sign one or
more amendments to this Registration Statement on Form S-8 under the
Securities Act of 1933, including post-effective amendments and other
related documents, and to file the same with the Securities and Exchange
Commission under said Act, hereby granting power and authority to do and
perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully as 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 may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Robert J. Poirier Chairman of the Board, President November 7, 1997
- ------------------------- and Chief Executive Officer
Robert J. Poirier (Principal Executive Officer)
/s/ Raymond C. Anderson Vice President and November 7, 1997
- ------------------------- Chief Financial Officer (Principal
Raymond C. Anderson Financial and Accounting Officer)
/s/ Jonathan J. Ledecky Director November 7, 1997
- -------------------------
Jonathan J. Ledecky
/s/ Vincent W. Eades Director November 7, 1997
- -------------------------
Vincent W. Eades
/s/ Edward J. Mathias Director November 7, 1997
- -------------------------
Edward J. Mathias
/s/ John A. Quelch Director November 7, 1997
- -------------------------
John A. Quelch
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
5.01 Opinion of Morgan, Lewis & Bockius LLP
23.01 Consent of Price Waterhouse LLP
23.02 Consent of Madsen, Sapp, Mena, Rodriguez & Co.
23.03 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
6
<PAGE>
EXHIBIT 5.01
One Oxford Centre MORGAN, LEWIS
Thirty-Second Floor & BOCKIUS LLP
Pittsburgh, PA 15219-6401 COUNSELORS AT LAW
412-560-3300
November 10, 1997
U.S.A. Floral Products, Inc.
1025 Thomas Jefferson Street, N.W.
Suite 600 West
Washington, DC 20007
Re: Registration Statement on Form S-8: 1997 Long-Term Incentive Plan, 1997
Non-Employee Directors' Stock Plan and 1997 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel to U.S.A. Floral Products, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8, including the exhibits thereto (the "Registration Statement"), to
be filed under the Securities Act of 1933, as amended (the "Act"), for the
registration of 2,626,000 shares (the "Shares") of Common Stock, par value
$.001 per share, to be offered and sold pursuant to the Company's 1997 Long-
Term Incentive Plan, 1997 Non-Employee Directors' Stock Plan and 1997 Employee
Stock Purchase Plan (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement,
the Company's Certificate of Incorporation, as amended, the Company's By laws,
as amended, certain of the Company's corporate proceedings as reflected in its
minute books and such other documents and records, and have made such inquiries
of the Company's officers, as we deemed appropriate. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all items
submitted to us as originals, and the conformity with originals of all items
submitted to us as copies.
With respect to the issuance of any Shares, we have assumed that the Shares will
be issued, and the certificates evidencing the same will be duly delivered, in
accordance with the terms of the Plans and against receipt of the consideration
stipulated therefor, which will be no less than the par value of the Shares.
<PAGE>
U.S.A. Floral Products, Inc.
November 10, 1997
Page 2
Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and when issued and paid for in accordance with the foregoing
assumptions, will be validly issued, fully paid and non-assessable.
The opinion set forth above is limited to the Delaware General Corporation Law,
as amended.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this opinion and consent, we do not admit that we are
acting within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-8 of our reports relating to the respective
financial statements which appear in such Prospectus.
<TABLE>
<CAPTION>
Financial Statements Date
-------------------- ----
<S> <C>
USA Floral Products, Inc. July 30, 1997
The Roy Houff Company June 25, 1997
CFX, Inc. June 20, 1997
Bay State Florist Supply, Inc. June 27, 1997
Flowtrad Corporation, N.V. d/b/a
Flower Trading Corporation August 1, 1997
United Wholesale Florists, Inc. and
United Wholesale Florists of
America, Inc. July 15, 1997
American Florist Supply, Inc. July 11, 1997
Monterey Bay Bouquet, Inc.
and Bay Area Bouquet, Inc. June 20, 1997
Alpine Gem Flower Shippers, Inc. June 20, 1997
</TABLE>
We also consent to the reference to us under the heading "Experts".
/s/ PRICE WATERHOUSE LLP
November 7, 1997
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorpoation by reference in this Registration
Statement on Form S-8 of our report dated March 8, 1996, relating to the
financial statements of CFX, Inc., which appear in the Company's Registration
Statement on Form S-1. We also consent to the references to us under the
headings "Experts."
/s/ Madsen, Snapp, Mena, Rodriguez & Co., P.A
Madsen, Snapp, Mena, Rodriguez & Co., P.A
Plantation, Florida
November 7, 1997
