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As filed with the Securities and Exchange Commission on June 1, 1994
Registration No. 33-__________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WYNN'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware 95-2854312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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500 North State College Boulevard, Suite 700, Orange, California 92668-1604
(Address of Principal Executive Offices, Including Zip Code)
WYNN'S INTERNATIONAL, INC. NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
GREGG M. GIBBONS, ESQ.
Vice President-Corporate Affairs,
General Counsel and Secretary
Wynn's International, Inc.
500 North State College Boulevard, Suite 700
Orange, California 92668-1604
(Name and address of agent for service)
(714) 938-3700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
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Common Stock, 50,000 $21.75(2) $1,087,500(2) $374.97(2)
$1.00 par value shares(1)
per share
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(1) All 50,000 shares of Common Stock being registered will be
offered under options granted or available for future
grant.
(2) Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on the New York Stock Exchange
for May 25, 1994.
________________________________________________________________________________
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
non-employee directors as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act"). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents, which include the statement of
availability required by Item 2 of Part I of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Wynn's International, Inc. (the
"Company" or "Registrant") with the Commission are incorporated by reference in
this Registration Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Company document referred to in (a) above;
and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement filed under Section 12 of the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents subsequently 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
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is 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 other 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.
The Company's Common Stock is registered pursuant to Section 12 of
the Exchange Act, and therefore the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law, the Company's Bylaws and
indemnification agreements between the Company and its directors and selected
officers provide for the indemnification of directors and officers under
certain circumstances. The Company also maintains an insurance policy insuring
its officers and directors against claims made during the periods of the
policies and against liabilities arising from such claims from certain wrongful
acts in the officers' and directors' capacities as officers and directors of
the Company and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the attached Exhibit Index.
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 this
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 this Registration Statement; and
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 this Registration
Statement;
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(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; and
(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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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
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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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 Orange, State of California, on June 1, 1994.
WYNN'S INTERNATIONAL, INC.
By JAMES CARROLL
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James Carroll
President
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of
James Carroll, Seymour A. Schlosser and Gregg M. Gibbons as his true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, 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 fully 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Date
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June 1, 1994 WESLEY E. BELLWOOD
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Wesley E. Bellwood
Chairman of the Board
June 1, 1994 JAMES CARROLL
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James Carroll
President
Chief Executive Officer
Director
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Date
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June 1, 1994 SEYMOUR A. SCHLOSSER
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Seymour A. Schlosser
Vice President-Finance
(Principal Financial and
Accounting Officer)
June 1, 1994 BARTON BEEK
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Barton Beek
Director
June 1, 1994 JOHN D. BORIE
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John D. Borie
Director
June 1, 1994 BRYAN L. HERRMANN
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Bryan L. Herrmann
Director
June 1, 1994 ROBERT H. HOOD, JR.
------------------------
Robert H. Hood, Jr.
Director
June 1, 1994 RICHARD L. NELSON
------------------------
Richard L. Nelson
Director
June 1, 1994 JAMES D. WOODS
------------------------
James D. Woods
Director
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EXHIBIT INDEX
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Exhibit
Number Description
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4 Wynn's International, Inc. Non-Employee Directors' Stock Option Plan (incorporated herein by reference to Exhibit C of
Registrant's Definitive Proxy Statement relating to its Annual Meeting of Stockholders held on May 11, 1994, filed
with the Commission on March 25, 1994).
5 Opinion of Counsel (opinion re legality).
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in her opinion filed as Exhibit 5).
24 Power of Attorney (included in this Registration Statement under "Power of Attorney").
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June 1, 1994
Wynn's International, Inc.
500 North State College Boulevard
Suite 700
Orange, California 92668-1604
Re: Registration Statement on Form S-8
Gentlemen:
I am rendering this opinion to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") covering the registration
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of 50,000 shares (the "Shares") of Common Stock, $1.00 par value,
of Wynn's International, Inc., a Delaware corporation (the "Company"), issuable
upon the exercise of stock options granted or to be granted under the Company's
Non-Employee Directors' Stock Option Plan (the "Plan"). I am familiar with the
proceedings heretofore taken by you in connection with the authorization and
issuance of the Shares.
In connection with this opinion, I have examined such documents and
have reviewed such matters of fact and questions of law as I have considered
necessary for purposes hereof. On the basis of such examination and review
and, subject to proceedings being duly taken and completed by you as now
contemplated by me as your counsel prior to the issuance of the Shares, I am of
the opinion that the Shares to be issued under the Plan will, when issued and
sold in accordance with the terms of the Plan, be duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the Company.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
Wendy K. K. Nishikawa
Senior Counsel
Wynn's International, Inc.
Exhibit 5
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 and Prospectus pertaining to the Wynn's
International, Inc. Non-Employee Directors' Stock Option Plan of our report,
dated January 26, 1994, with respect to the consolidated financial statements
and schedules of Wynn's International, Inc. included and incorporated by
reference in the Annual Report (Form 10-K) for the year ended December 31,
1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Los Angeles, California
June 1, 1994
Exhibit 23.1
