As filed with the Securities and Exchange Commission on December 28, 2000
Registration No 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
----------------
THE BOYDS COLLECTION, LTD.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-1418730
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
350 South Street
McSherrystown, Pennsylvania 17344
(Address, including Zip Code, of Registrant's Principal Executive Offices)
1998 Stock Option Plan for Key Employees of
The Boyds Collection, Ltd.
(Full Title of the Plan)
Jean-Andre Rougeot
Chief Executive Officer
350 South Street
McSherrystown, Pennsylvania 17344
(717) 633-9898
(Name, Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Agent for Service)
----------------
With Copies to:
----------------
John B. Tehan, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Registered Amount to be Proposed Proposed Maximum Amount of
Registered Maximum Aggregate Registration
Offering Offering Price Fee <Fa>
Price Per <Fa>
Share <Fa>
<S> <C> <C> <C> <C>
Common Stock, $.0001 par value per share 2,246,033 $9.34 $20,977,948.22 $5,244.49
</TABLE>
[FN]
(a) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate
offering price and the amount of registration fee have been computed
on the basis of the average of the bid and asked price of the common
stock quoted on The New York Stock Exchange on December 26, 2000.
-------------------------------------------------------------------------------
Pursuant to Rule 429 of the Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, this
Registration Statement also relates to Registration Statement No. 333-69535.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The 1998 Stock Option Plan for Key Employees of The Boyds Collection,
Ltd. (the "Stock Plan") provides for the granting of non-qualified options
("Options") and various other stock-based grants ("Equity Awards"). Options
will be granted under the Stock Plan pursuant to Non-Qualified Stock Option
Agreements ( "Stock Option Agreements"). The following summarizes the
combined provisions of the Stock Plan and the Stock Option Agreements
(collectively, the "Plan").
Options will not become exercisable as to any additional shares
following the termination of an Optionee's employment by the Company and its
subsidiaries for any reason other than the death or permanent disability of the
Optionee or the retirement of the Optionee at (i) age 65 or over after having
been employed by the Company or any subsidiaries for at least five years after
the Grant Date or (ii) age 55 or over after having been employed by the Company
or any subsidiaries for at least fifteen years and after having been employed
by the Company or any subsidiaries for at least five years after the Grant
Date ("Retirement"), in which case all Options shall be immediately
exercisable. Options will not be transferable except by will or pursuant to
applicable laws of descent and distribution upon the death of the Optionee.
Options vest over time.
Except as provided in Section 5 or 6 of the Management Stockholder's
Agreement, Options will expire upon the earliest to occur of the following
events: (i) the tenth anniversary of the date the Options were granted; (ii)
the first anniversary of the termination of the Optionee's employment by the
Company and its subsidiaries because of death, permanent disability or
Retirement; (iii) the first business day which is fifteen calendar days after
the earlier of (x) 75 days after termination of the Optionee's employment
other than for death, permanent disability or Retirement or (y) the delivery
of notice that the Company does not intend to exercise its call rights under
Section 6 of the Management Stockholder's Agreement; provided, however, that
in any event the Options shall remain exercisable until at least 45 days
after the termination of the Optionee's employment other than for a
termination due to death, permanent disability or Retirement; (iv) the
repurchase of the Optionee's shares of Common Stock under the circumstances
set forth in Sections 5, 6 or 8(b) of the Management Stockholder's Agreement;
(v) upon an Optionee's termination for Cause; and (vi) if the committee
administering the Stock Option Plan so determines, the effective date of
<PAGE>
either the merger or consolidation of the Company into another entity or the
exchange or acquisition by another entity of all or substantially all of the
Company's assets or 80% or more of the Company's then outstanding voting
stock, or the recapitalization, reclassification, liquidation or dissolution
of the Company. Section 9 of the Stock Option Plan enables such committee to
determine that, after such a transaction, any Option may no longer be
exercised or that it may be exercised only for the kind and amount of
consideration received by the holders of a number of shares of stock for
which such stock option could have been exercised prior to such event.
The exercisability of the Options will accelerate upon a Change of
Control. A "Change of Control" means (i) a sale of all or substantially all of
the assets of the Company to a Person or Group who is not an Affiliate of
Kohlberg Kravis Roberts & Co., L.P. ("KKR"), (ii) a sale by KKR or any of its
Affiliates resulting in (A) more than 50% of the voting stock of the Company
being held by a Person or Group that does not include KKR or any of its
Affiliates and (B) more than 50% of the seats on the Board of Directors of
the Company being controlled by or being designees of a party or parties
other than KKR or any of its Affiliates or (iii) a merger or consolidation of
the Company into another Person which is not an Affiliate of KKR. "Person"
means an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, governmental
authority or other entity of whatever nature. "Group" means two or more
Persons acting together as a partnership, limited partnership, syndicate or
other group for the purpose of acquiring, holding or disposing of securities
of the Company.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement<F1>
____________________
[FN]
<F1> Information required by Part I Item 2 to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "Act") and
Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by The Boyds Collection,
Ltd. (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000;
(d) The Company's Definitive Proxy Statement (election of
directors and appointment of auditors) (filed pursuant to
Regulation 14A); and
(e) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the
date of filing of such documents. Any statement contained 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 subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such 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 required.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Not required.
Item 6. Indemnification of Directors and Officers
The Company's charter provides that to the fullest extent permitted
by the Maryland General Corporation Law ("MGCL"), directors and officers of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director or an officer. Under
Maryland law, however, these provisions do not eliminate or limit the
personal liability of a director or an officer in either of the following
cases:
. to the extent that it is proved that the director or officer
actually received an improper benefit or profit;
. if a judgment or other financial adjudication is entered in
a proceeding based on a finding that the director's or
officer's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the
cause of action adjudicated in such proceeding.
These provisions also do not affect the ability of the Company or its
stockholders to obtain equitable relief, such as an injunction or rescission.
As permitted by the MGCL, the Company's charter obligates the Company
to indemnify its directors and officers and to pay or reimburse expenses for
such individuals in advance of the final disposition of a proceeding to the
maximum extent permitted by Maryland law. The Company's bylaws contain
indemnification procedures which implement the obligations of its charter.
The MGCL permits a corporation to indemnify its directors and officers, among
others, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other
capacities, unless any of the following is established:
. the act or omission of the director or officer was material
to the matter giving rise to such proceeding and was
committed in bad faith or was the result of active and
deliberate dishonesty;
. the director or officer actually received an improper
benefit in money, property or services; or
<PAGE>
. in the case of any criminal proceeding, the director or
officer had reasonable cause to believe that the action or
omission was unlawful.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
See "Index to Exhibits."
Item 9. Undertakings
(a) The undersigned Company 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 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 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
<PAGE>
(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.
(2) That, for the purposes of determining any liability under the
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) That, for purposes of determining any liability under the Act,
each filing of the Company'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.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of McSherrystown, State of
Pennsylvania, on this 28th day of December, 2000.
THE BOYDS COLLECTION, LTD.
(Company)
By: /s/ Jean-Andre Rougeot
-------------------------
Jean-Andre Rougeot
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ Jean-Andre Rougeot Chief Executive December 28, 2000
----------------------- Officer
Jean-Andre Rougeot
/s/ Gary M. Lowenthal Chairman December 28, 2000
-----------------------
Gary M. Lowenthal
/s/ Christine L. Bell Chief Operating December 28, 2000
----------------------- Officer and Secretary
Christine L. Bell
/s/ Elizabeth E. Smith Vice President of
----------------------- Product Development December 28, 2000
Elizabeth E. Smith
/s/ Peter H. Frost Chief Financial
----------------------- Officer December 28, 2000
Peter H. Frost
/s/ David Miller Vice President of
----------------------- Marketing December 28, 2000
David Miller
/s/ Henry R. Kravis Director December 28, 2000
-----------------------
Henry R. Kravis
<PAGE>
/s/ George R. Roberts
------------------------ Director December 28, 2000
George R. Roberts
/s/ Scott M. Stuart
------------------------ Director December 28, 2000
Scott M. Stuart
/s/ Marc. S. Lipschultz
------------------------ Director December 28, 2000
Marc S. Lipschultz
/s/ Robert T. Coccoluto
------------------------ Director December 28, 2000
Robert T. Coccoluto
/s/ Timothy Brady
------------------------ Director December 28, 2000
Timothy Brady
By: /s/ Peter Frost
------------------------
Peter Frost
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated herein by reference from Exhibit 3.1 of Amendment No. 1
to the Company's Registration Statement on Form S-1, filed on
February 8, 1999, File No. 333-69535).
3.2 By-laws of the Company (incorporated herein by reference from Exhibit
3.2 on Form 10-K, filed on March 30, 2000, File No. 001-14843).
4.1 Indenture, dated as of April 21, 1998 between the Company and The
Bank of New York, as trustee (incorporated by reference from Exhibit
4.3 of Amendment No. 1 to the Company's Registration Statement on Form
S-1,filed on February 8, 1999, File No. 333-69535).
4.2 Form of 9% Series B Senior Subordinated Note due 2008 (incorporated
by reference from Exhibit 4.1 of Amendment No. 1 on Form S-4, filed
on June 21, 1999, File No. 333-79647).
4.3 Registration Rights Agreement, dated as of April 21, 1998, between
the Company and Donaldson, Lufkin and Jenrette Securities Corporation
(incorporated by reference from Amendment No. 1 on Form S-4, filed
June 21, 1999, File No. 333-79647).
10.1 Credit Agreement, dated as of April 21, 1998, among the Company and
the several lenders from time to time parties thereto, DLJ Capital
Funding, Inc., The Fuji Bank, Limited, New York Branch, and Fleet
National Bank (incorporated by reference from Exhibit 10.1 of
Amendment No. 3 to the Company's Registration Statement on Form S-1,
filed February 23, 1999, File No. 333-69535).
10.2 Forms of Notes evidencing loans under the Credit Agreement
(incorporated by reference from Exhibit 10.1 of Amendment No. 1 on
Form S-4, filed June 21, 1999, File No. 333-79647).
10.3 1998 Stock Option Plan for Key Employees of the Company (incorporated
by reference from Exhibit 10.3 of Amendment No. 1 to the Company's
<PAGE>
Registration Statement on Form S-1, filed on February 8, 1999, File
No. 333-69535).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
