As filed with the Securities and Exchange Commission on February 23, 2000
Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U.S. INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3568449
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
101 Wood Avenue South
P.O. Box 169
Iselin, New Jersey 08830-0169
(732) 767-0700
(Address of principal executive offices) (Zip code)
U.S. Industries, Inc. 2000 Stock Option Plan
(Full title of the plan)
George H. MacLean, Esq.
Senior Vice President, General Counsel and Secretary
101 Wood Avenue South
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
<TABLE>
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering price registration fee
per share(1)
Common Stock,
par value $0.01 per
share 2,000,000 shares $11.03 $22,060,000 $5,823.84
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (c).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
U.S. Industries, Inc., a Delaware Corporation (the "Company" or the
"Registrant"), is registering herewith 2,000,000 shares of its common stock, par
value $ .01 per share (the "Common Stock") which are issuable pursuant to the
U.S. Industries, Inc. 2000 Stock Option Plan (the "Plan").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company are incorporated herein by reference:
(1) the Company's Quarterly Report on form 10-Q, for the quarterly
period ended January 1, 2000, dated February 15, 2000.
(2) the Company's Annual Report on Form 10-K, for the fiscal year
ended October 2, 1999, dated December 29, 1999;
(3) the Company's Current Report on Form 8-K, dated January 18, 2000;
and
(4) the description of the Common Stock of the Company contained in
the Company's Current Report as filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") on June
10, 1998, including any amendment or report filed for the purpose of
updating such description.
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.
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<PAGE>
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 U.S. Industries,
Inc., filed with the Secretary of State of Delaware on February 4,
1998 (incorporated by reference to Appendix B-1 of the Company's
Registration Statement on Form S-4, filed with the Commission on
February 27, 1998).
4.2 Amended and Restated By-laws of U.S. Industries, Inc. (incorporated by
reference to Exhibit 3(II) of the Company's Quarterly Report on Form
10-Q, filed with the Commission on February 16, 1999).
4.3 U.S. Industries, Inc., 2000 Stock Option Plan (incorporated by
reference to Exhibit A of the Company's Proxy Statement, filed with
the Commission on December 29, 1999).
*5 Opinion of Proskauer Rose LLP.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Price Waterhouse Coopers LLP.
*23.3 Consent of Proskauer Rose LLP (included in Exhibit 5).
*24 Power of Attorney (included on signature page).
* Filed herewith.
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)
II-2
<PAGE>
of the Securities Act of 1933 (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 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 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 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.
(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>
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 Iselin, State of New Jersey, on February 23, 2000.
U.S. INDUSTRIES, INC.
By:/S/ GEORGE H. MACLEAN
---------------------
George H. MacLean
Senior Vice President
General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints George H. MacLean, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act, for him or her and in his or her name, place, and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of U.S. Industries,
Inc., and any or all amendments (including post-effective amendments) thereto,
relating to the registration, under the Securities Act, of shares of Common
Stock to be issued pursuant to the U.S. Industries, Inc. 2000 Stock Option Plan,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as full to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, his or her
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 below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
DAVID H. CLARKE* Chairman of the Board , Chief February 23, 2000
- ---------------------------- Executive Officer and Director
David H. Clarke (Principal Executive Officer)
JAMES O'LEARY* Executive Vice President February 23, 2000
- ---------------------------- and Director
James O'Leary
JOHN W. DEAN III* Vice President, Chief February 23, 2000
- ---------------------------- Financial Officer
John W. Dean III and Treasurer
(Principal Financial Officer)
ROBERT P. NOONAN* Corporate Controller February 23, 2000
- ---------------------------- (Principal Accounting Officer)
Robert P. Noonan
BRIAN C. BEAZER* Director February 23, 2000
- ----------------------------
Brian C. Beazer
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<PAGE>
SIGNATURE TITLE DATE
WILLIAM E. BUTLER* Director February 23, 2000
- ----------------------------
William E. Butler
JOHN J. MCATEE, JR.* Director February 23, 2000
- ----------------------------
John J. McAtee, Jr.
THE HON. CHARLES H. PRICE II* Director February 23, 2000
- ----------------------------
The Hon. Charles H. Price II
SIR HARRY SOLOMON* Director February 23, 2000
- ----------------------------
Sir Harry Solomon
ROYALL VICTOR III* Director February 23, 2000
- ----------------------------
Royall Victor III
MARK VORDER BRUEGGE* Director February 23, 2000
- ----------------------------
Mark Vorder Bruegge
ROBERT R. WOMACK* Director February 23, 2000
- ----------------------------
Robert R. Womack
* By George H. MacLean
Attorney-in-fact
/S/ GEORGE H. MACLEAN
- -------------------
George H. MacLean
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
4.1 Amended and Restated Certificate of Incorporation of U.S. Industries,
Inc., filed with the Secretary of State of Delaware on February 4,
1998 (incorporated by reference to Appendix B-1 of the Company's
Registration Statement on Form S-4, filed with the Commission on
February 27, 1998).
4.2 Amended and Restated By-laws of U.S. Industries, Inc. (incorporated by
reference to Exhibit 3(II) of the Company's Quarterly Report on Form
10-Q, filed with the Commission on February 16, 1999).
4.3 U.S. Industries, Inc., 2000 Stock Option Plan (incorporated by
reference to Exhibit A of the Company's Proxy Statement, filed with
the Commission on December 29, 1999).
5 Opinion of Proskauer Rose LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Price Waterhouse Coopers LLP.
23.3 Consent of Proskauer Rose LLP (included in Exhibit 5).
24 Power of Attorney (included on signature page).
Exhibit 5
February 23, 2000
U.S. Industries, Inc.
101 Wood Avenue South
Iselin, New Jersey 08830-0169
Dear Ladies and Gentlemen:
We are acting as counsel to U.S. Industries, Inc. Inc., a Delaware corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") by the Company
under the Securities Act of 1933, as amended, and the rules and regulations
thereunder, for registration of up to 2,000,000 shares of Common Stock, par
value $ .01 per share, of the Company (the "Shares"). These Shares are to be
issued by the Company upon the exercise of certain stock options (the "Options")
granted and to be granted pursuant to the Company's 2000 Stock Option Plan (the
"Stock Option Plan").
As such counsel, we have reviewed the corporate proceedings in connection with
the adoption of the Stock Option Plan and have also examined and relied upon
originals or copies, certified or otherwise authenticated to our satisfaction,
of all such corporate records, documents, agreements, and instruments relating
to the Company, and certificates of public officials and of representatives of
the Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the Shares
are duly authorized and, when and to the extent issued upon the exercise of the
Options in accordance with the terms of the Stock Option Plan, as applicable,
including payment of the applicable exercise price therefor, will be, assuming
no change in the applicable law or pertinent facts, validly issued, fully paid,
and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
PROSKAUER ROSE LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8, pertaining to U.S. Industries, Inc. 2000 Stock Option Plan, of our
report dated November 8, 1999, with respect to the consolidated financial
statements and schedule of U.S. Industries, Inc. included in its Annual Report
on Form 10-K for the year ended September 30, 1999, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
February 23, 2000
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Industries, Inc. of our report (dated November 14,
1997 relating to the financial statements), which appears in the U.S.
Industries, Inc. Annual Report on Form 10-K for the year ended October 2, 1999.
PRICEWATERHOUSECOOPERS LLP
Florham Park, New Jersey
February 23, 2000
