As filed with the Securities and Exchange Commission on
June 11, 1998
Registration No. 333-
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
----------------------
U.S. INDUSTRIES, INC.
(Formerly named USI, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 22-3568449
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
101 Wood Avenue South
P.O. Box 169
Iselin, New Jersey 08830-0169
(732) 767-0700
(Address of principal executive offices) (Zip code)
Amended U.S. Industries, Inc. Stock Option Plan
U.S. Industries, Inc. Restricted Stock Plan
(formerly, the U.S. Industries, Inc. 1997 Restricted Stock Plan)
U.S. Industries, Inc. 1986 Stock Option Plan
(formerly, the Zurn Industries, Inc. 1986 Stock Option Plan)
U.S. Industries, Inc. 1991 Stock Option Plan
(formerly, the Zurn Industries, Inc. 1991 Stock Option Plan)
U.S. Industries, Inc. 1996 Employee Stock Plan
(formerly, the Zurn Industries, Inc. 1996 Employee Stock Plan)
U.S. Industries, Inc. 1989 Directors Stock Option Plan
(formerly, the Zurn Industries, Inc. 1989
Directors Stock Option Plan)
U.S. Industries, Inc. 1995 Directors Stock Option Plan
(formerly, the Zurn Industries, Inc. 1995
Directors Stock Option Plan)
(Full title of the plans)
George H. MacLean, Esq.
Senior Vice President, General Counsel and Secretary
101 Wood Avenue South, P.O. Box 169
Iselin, New Jersey 08830-0169
(732) 767-0700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price offering
per share price
- -----------------------------------------------------------------
Common Stock,
par value
$0.01 per
share 0 shares $0 $0 $0
- -----------------------------------------------------------------
* This Post-Effective Amendment No. 1 covers 6,832,063 shares
of the Registrant's common stock, par value $0.01 per share
(the "Common Stock") which were originally registered on the
Registration Statement on Form S-4, as amended (No.
333-47101) (the "Form S-4 Registration Statement") to which
this is an amendment. See "Explanatory Note." The
registration fee hereunder was paid at the original time of
the filing of the Form S-4 Registration Statement.
EXPLANATORY NOTE
The Registrant hereunder, U.S. Industries, Inc., a Delaware
corporation formerly named USI, Inc. (the "Company"), was
organized for the purpose of becoming the parent corporation of
USI Atlantic Corp., a Delaware corporation formerly named U.S.
Industries, Inc. ("USI") and Zurn Industries, Inc., a
Pennsylvania corporation ("Zurn") pursuant to the mergers of two
wholly owned subsidiaries of the Company (the "Merger
Subsidiaries") into USI and Zurn Industries, Inc. (the
"Mergers"), which Mergers were consummated on June 11, 1998 (the
"Effective Time"). At the Effective Time and as a result of the
Mergers, (i) all outstanding options to acquire shares of USI
common stock, par value $0.01, granted under the Amended U.S.
Industries, Inc. Stock Option Plan and all outstanding options to
acquire shares of Zurn common stock, par value $0.01, granted
under the U.S. Industries, Inc. 1986 Stock Option Plan, the U.S.
Industries, Inc. 1991 Stock Option Plan, the U.S. Industries,
Inc. 1996 Employee Stock Plan, the U.S. Industries, Inc. 1989
Directors Stock Option Plan and the U.S. Industries, Inc. 1995
Directors Stock Option Plan, respectively, were converted into
options to purchase shares of Common Stock, and (ii) all
outstanding restricted shares of USI common stock granted under
the U.S. Industries, Inc. Restricted Stock Plan and all
outstanding restricted shares of Zurn common stock granted under
the U.S. Industries, Inc. 1995 Directors Stock Option Plan were
converted into shares of Common Stock in accordance with the
terms and conditions of the Agreement and Plan of Merger dated
February 16, 1998, among the Company, USI, Zurn and the Merger
Subsidiaries, as amended March 31, 1998. Accordingly, the
Company hereby amends the Form S-4 Registration Statement, as
amended (No. 333-47101), which has been declared effective, by
filing this Post-Effective Amendment No. 1 on Form S-8 relating
to an aggregate of 6,832,063 shares of Common Stock issuable in
connection with the foregoing grants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents previously filed by the Company with
the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the
"Securities Act") or the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by
reference:
(1) the description of the Common Stock of the Company
contained in the Company's Current Report filed on Form 8-K as
filed with the Commission pursuant to the Exchange Act on June
10, 1998, including any amendment or report filed for the purpose
of updating such description; and
(2) the Joint Proxy Statement/Prospectus dated May 13,
1998 (except with regard to the Opinions and Consents of Weil,
Gotshal & Manges LLP and Jones, Day, Reavis & Pogue and the
Consents of BT Wolfensohn and Credit Suisse First Boston
including any references thereto) included in the Registration
Statement on Form S-4 of the Company, as amended (No. 333-47101).
The following documents previously filed by USI with the
Commission pursuant to the Exchange Act are incorporated herein
by reference:
(1) the USI Annual Report on Form 10-K for the fiscal
year ended September 30, 1997, as amended by a Form 10-K/A
(Amendment No. 1) dated May 11, 1998;
(2) the USI Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1997, as amended by a Form 10-Q/A
(Amendment No. 1) dated May 11, 1998 and March 31, 1998; and
(3) the USI Current Reports on form 8-K dated December
18, 1997, February 18, 1998 and May 19, 1998.
The following documents previously filed by Zurn with the
Commission pursuant to the Exchange Act are incorporated herein
by reference:
(1) the Zurn Annual Report on Form 10-K for the year
ended March 31, 1997;
(2) the Zurn Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1997, September 30, 1997 and December 31,
1997; and
(3) the Zurn Current Reports on Form 8-K/A dated April
7, 1997 and on Form 8-K dated January 30, 1998 and February 16,
1998.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of 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, shall be deemed to be incorporated by reference
in this Registration Statement and to be part thereof from the
date of filing such document.
Any statement in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for the 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 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. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in Delaware. Under Section 145
of the General Corporation Law of the State of Delaware, a
Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees
and agents in connection with actions, suits or proceedings
brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses
incurred in any action, suit or proceeding. Article XIV of the
Company's By-Laws provides for indemnification of directors and
officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to
time.
Section 102(b)(7) of the General Corporation Law of the
State of Delaware provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty
of loyalty to the corporation 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 Section 174
(relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit. Article VII of the Company's Certificate of
Incorporation contains such a provision and further provides that
if Delaware law is amended thereafter to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company shall
be eliminated or limited to the fullest extent permitted by the
Delaware law, as so amended.
The Company's By-Laws authorize the Company to purchase
insurance for directors, officers and employees of the Company,
and persons who serve at the request of the Company as directors,
officers, members, employees, fiduciaries or agents of other
enterprises against any liability asserted against such person
and incurred by such person in any such capacity, or arising out
of such person's status as such, whether or not the Company would
have the power or the obligation to indemnify such persons
against such liability under the By-Laws. The Company intends to
maintain insurance coverage for its directors and officers under
a directors and officer's liability insurance policy as well as
coverage to reimburse the Company for potential costs of its
indemnification of directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporation by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 filed with the
Commission on June 11, 1998).
4.2 Amended and Restated By-laws of the Company
(incorporation by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-8 filed with the Commission on
June 11, 1998).
5.1 Opinion of Weil, Gotshal & Manges LLP regarding the
validity of the securities being registered (incorporation by
reference to Exhibit 5.1 to the Company's Registration Statement
on Form S-4, as amended (No. 333-47101)).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Weil, Gotshal & Manges LLP (incorporation by
reference to the consent included in the opinion filed as Exhibit
5.1 to the Company's Registration Statement on Form S-4, as
amended (No. 333-47101)).
24.1 Power of Attorney.
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 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. Notwithstanding the foregoing, any increase
or decrease in 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 end 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% 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 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) of
this section do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and 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 the 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
the 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 section 15(d) of the Exchange Act 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.
(h) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Company 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 Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Iselin, State of New Jersey, on June
11, 1998.
U.S. INDUSTRIES, INC.
By:/s/ George H. MacLean
--------------------------------
George H. MacLean
Senior Vice President
General Counsel and Secretary
Pursuant to the requirements of the Securities Act, this
Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
David H. Clarke* Chairman of the Board, June 11, 1998
- ---------------------- Chief Executive Officer
David H. Clarke and Director (Principal
Executive Officer)
John G. Raos* President, Chief June 11, 1998
- ---------------------- Operating Officer and
John G. Raos Director
Frank R. Reilly* Senior Vice President, June 11, 1998
- ---------------------- Chief Financial Officer
Frank R. Reilly and Director (Principal
Financial Officer)
James O'Leary* Vice President-Corporate June 11, 1998
- ---------------------- Controller (Principal
James O'Leary Accounting Officer)
Brian C. Beazer* Director June 11, 1998
- ----------------------
Brian C. Beazer
Mark Vorder Breugge* Director June 11, 1998
- ----------------------
Mark Vorder Breugge
William E. Butler*
- ---------------------- Director June 11, 1998
William E. Butler
John J. McAtee, Jr.* Director June 11, 1998
- ----------------------
John J. McAtee, Jr.
The Hon. Charles H. Price II* Director June 11, 1998
- -----------------------------
The Hon. Charles H. Price II
Sir Harry Solomon* Director June 11, 1998
- ----------------------
Sir Harry Solomon
Royall Victor III* Director June 11, 1998
- ----------------------
Royall Victor III
Robert R. Womack* Director June 11, 1998
- ----------------------
Robert R. Womack
*By George H. MacLean
Attorney-in-fact
/s/ George H. MacLean
- ----------------------
George H. MacLean
Exhibit Index
Exhibit No. Document
- ----------- --------
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporation by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-8
filed with the Commission on June 11, 1998).
4.2 Amended and Restated By Laws of the Company
(incorporation by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8 filed with
the Commission on June 11, 1998).
5.1 Opinion of Weil, Gotshal & Manges LLP regarding the
validity of the securities being registered
(incorporation by reference to Exhibit 5.1 to the
Company's Registration Statement on Form S-4, as
amended (No. 333-47101)).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Weil, Gotshal & Manges LLP (incorporation by
reference to the consent included in the
opinion filed as Exhibit 5.1 to the Company's
Registration Statement on Form S-4, as amended (No.
333-47101)).
24.1 Power of Attorney.
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration
Statement on Post-Effective Amendment No. 1 on Form S-8 to Form
S-4, pertaining to the U.S. Industries, Inc. Amended U.S.
Industries, Inc. Stock Option Plan, U.S. Industries, Inc.
Restricted Stock Plan, U.S. Industries, Inc. 1986 Stock Option
Plan, U.S. Industries, Inc. 1991 Stock Option Plan, U.S.
Industries, Inc. 1996 Employee Stock Plan, U.S. Industries, Inc.
1989 Directors Stock Option Plan and U.S. Industries, Inc. 1995
Directors Stock Option Plan, of our report dated November 17,
1997, with respect to the consolidated financial statements and
schedule of U.S. Industries, Inc. included in its Annual Report
on Amendment No. 1 to Form 10-K/A for the year ended September
30, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP /s/
New York, New York
June 9, 1998
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration
Statement on Post-Effective Amendment No. 1 on Form S-8 to Form
S-4, pertaining to the U.S. Industries, Inc. Amended U.S.
Industries, Inc. Stock Option Plan, U.S. Industries, Inc.
Restricted Stock Plan, U.S. Industries, Inc. 1986 Stock Option
Plan, U.S. Industries, Inc. 1991 Stock Option Plan, U.S.
Industries, Inc. 1996 Employee Stock Plan, U.S. Industries, Inc.
1989 Directors Stock Option Plan and U.S. Industries, Inc. 1995
Directors Stock Option Plan, of our report dated May 19, 1997,
with respect to the consolidated financial statements and
schedule of Zurn Industries, Inc. included in its Annual Report
on Form 10-K for the year ended March 31, 1997, filed with the
Securities and Exchange Commission.
Ernst & Young LLP /s/
Dallas, Texas
June 9, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Post-Effective Amendment on Form S-8 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission on June 11, 1998, of U.S. Industries, Inc. of our
report dated November 14, 1997 appearing on page 26 of the U.S.
Industries, Inc. Annual Report on Form 10-K/A for the year ended
September 30, 1997.
PRICE WATERHOUSE LLP /s/
Florham Park, New Jersey
June 10, 1998
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Post-Effective Amendment on
Form S-8 to Form S-4 for U.S. Industries, Inc. of our report on
the consolidated financial statements of Eljer Industries, Inc.
and subsidiaries dated February 14, 1997 included on Form 8-K/A
dated April 7, 1997 for Zurn Industries, Inc. It should be noted
that we have audited the consolidated financial statements of
Eljer Industries, Inc. and subsidiaries as of and for the three
fiscal years ended December 29, 1996. We have not audited any
financial statements subsequent to December 29, 1996 or performed
any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP /s/
Dallas, Texas
June 11, 1998
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes George H. MacLean, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, for him and in his name, place, and
stead, in any and all capacities, to sign a Post-Effective
Amendment on Form S-8 to the Form S-4 Registration Statement of
U.S. Industries, Inc. (the "Company") with respect to the
registration, under the Securities Act of 1933, as amended, of
shares of Common Stock of the Company to be issued pursuant to
the U.S. Industries, Inc. Restricted Stock Plan, the Amended U.S.
Industries, Inc. Stock Option Plan, the U.S. Industries, Inc.
1986 Stock Option Plan, the U.S. Industries, Inc. 1991 Stock
Option Plan, the U.S. Industries, Inc. 1996 Employee Stock Plan,
the U.S. Industries, Inc. 1989 Directors Stock Option Plan and
the U.S. Industries, Inc. 1995 Directors Stock Option Plan, and
to sign and file any other documents in connection therewith,
including amendments thereto, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each act and thing
requisite and 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 said
attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney as of the 11th day of June 1998.
/s/ David H. Clarke /s/ John G. Raos
- -------------------------- --------------------------
David H. Clarke John G. Raos
/s/ Frank R. Reilly /s/ Brian C. Beazer
- -------------------------- --------------------------
Frank R. Reilly Brian C. Beazer
/s/ John J. McAtee, Jr. /s/ The Hon. Charles H. Price II
- -------------------------- --------------------------------
John J. McAtee, Jr. The Hon. Charles H. Price II
/s/ Sir Harry Solomon /s/ Royall Victor III
- -------------------------- --------------------------
Sir Harry Solomon Royall Victor III
/s/ Mark Vorder Bruegge /s/ Robert R. Womack
- -------------------------- --------------------------
Mark Vorder Bruegge Robert R. Womack
/s/ William E. Butler /s/ James O'Leary
- -------------------------- --------------------------
William E. Butler James O'Leary
