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As filed with the Securities and Exchange Commission on October 30, 1997
Registration No. 333-_____
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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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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.)
500 North State College Boulevard, Suite 700, Orange, California 92868-1604
(Address of Principal Executive Offices, Including Zip Code)
WYNN'S INTERNATIONAL, INC. STOCK-BASED INCENTIVE AWARD 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 92868-1604
(Name and address of agent for service)
(Telephone number, including area code, of agent for service): (714) 938-3700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
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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<S> <C> <C> <C> <C>
Common Stock, 150,000 $34.6875(3) $5,203,125(3) $1,577(3)
$1.00 par value shares(1),(2)
per share
</TABLE>
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(1) All 150,000 shares of Common Stock being registered will be offered under
options and other stock-based awards granted or available for future grant
under the Plan. Pursuant to Rule 416, this Registration Statement also
covers an indeterminate number of shares and options which by reason of
certain events specified in the Plan may become subject to the Plan.
(2) Each share is accompanied by a Preferred Stock Purchase Right pursuant to
the Registrant's Shareholder Rights Agreement, dated March 3, 1989, as
amended, with ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
(3) 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 October 24, 1997 as reported in the Western Edition of the
Wall Street Journal on October 27, 1997.
The Exhibit Index included in this Registration Statement is at page 7.
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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 employees
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 of
the Securities Act. 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.
2
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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) Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 1996;
(b) Quarterly Reports on Form 10-Q for the Company's quarterly periods
ended March 31, 1997 and June 30, 1997; and
(c) The description of the Company's Common Stock contained in its
Registration Statement filed under Section 12 of the Securities
Exchange Act, as amended (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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered
hereby is passed upon by Gregg M. Gibbons. Mr. Gibbons is the Company's Vice
President--Corporate Affairs, General Counsel and Secretary and is compensated
as an employee of Registrant. At the time of effectiveness of this Registration
Statement, Mr. Gibbons owned 51,614 shares of the Company's Common Stock, held
options to purchase an additional 61,118 shares of the Company's Common Stock,
and was eligible to participate in the Plan.
3
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
ITEM 8. EXHIBITS.
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
The information and contents of Registration Statement No. 33-30296 and
Registration Statement No. 33-64090, each on Form S-8, which were previously
filed with the Securities and Exchange Commission by the Registrant are
incorporated herein by reference. Except for required opinions, consents,
signature pages and any information required in this Registration Statement that
is not in the above-mentioned Registration Statements, the information required
by Part II to be contained in this Registration Statement is omitted in
accordance with General Instruction E to Form S-8.
4
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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 October 30, 1997.
WYNN'S INTERNATIONAL, INC.
By /s/ JAMES CARROLL
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James Carroll
Chairman and
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.
Date
October 30, 1997 /s/ JAMES CARROLL
----------------------------------------
James Carroll
Chairman, Chief
Executive Officer and Director
(Principal Executive Officer)
5
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Date
October 30, 1997 /s/ SEYMOUR A SCHLOSSER
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Seymour A. Schlosser
Vice President-Finance
(Principal Financial and
Accounting Officer)
October 30, 1997 /s/ BARTON BEEK
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Barton Beek
Director
October 30, 1997 /s/ WESLEY E. BELLWOOD
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Wesley E. Bellwood
Chairman Emeritus, Director
October 30, 1997 /s/ RICHARD L. NELSON
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Richard L. Nelson
Director
6
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
4.1 Wynn's International, Inc. Stock-Based Incentive Award *
Plan, incorporated herein by reference to Exhibit 28.1
to the Company's Registration Statement on Form S-8
(No. 33-30296) filed with the Securities and Exchange
Commission on August 1, 1989.
4.2 Amendment No. 1 to Wynn's International, Inc. Stock-Based *
Incentive Award Plan, incorporated herein by reference to
Exhibit 28.2 to the Company's Registration Statement on
Form S-8 (No. 33-64090) filed with the Securities and
Exchange Commission on June 10, 1993.
4.3 Amendment 1996-1 to Wynn's International, Inc. Stock-Based *
Incentive Award Plan, incorporated herein by reference to
Exhibit 10.7 to the Company's Report on Form 10-K for the
fiscal year ended December 31, 1996.
4.4 Amendment 1997-1 to Wynn's International, Inc. Stock 8
Based Incentive Award Plan, dated May 8, 1997.
5 Opinion of Counsel (opinion re legality). 9
23.1 Consent of Independent Auditors. 10
23.2 Consent of Counsel (contained in his opinion filed as 9
Exhibit 5).
24 Power of Attorney (included in this Registration
Statement under "Power of Attorney"). 5
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* Incorporated by reference. In addition, each exhibit index and exhibit of
Registration Statement No. 33-30296 and Registration Statement No.
33-64090, each on Form S-8, which were previously filed with the Securities
and Exchange Commission by the Registrant, are incorporated herein by
reference.
7
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Exhibit 4.4
AMENDMENT 1997-1 TO
WYNN'S INTERNATIONAL, INC.
STOCK-BASED INCENTIVE AWARD PLAN
The following amendment to the Wynn's International, Inc. Stock-Based
Incentive Award Plan was approved by the Board of Directors and stockholders of
Wynn's International, Inc. as of May 7, 1997
The Wynn's International, Inc. Stock-Based Incentive Award Plan is
hereby amended by amending Section 2.4 thereof in its entirety to read as
follows:
"2.4 Stock Subject to this Plan.
Subject to Section 7.2, the stock to be offered under this Plan
shall be treasury shares of the Corporation's authorized but unissued
Common Stock. The aggregate amount of Common Stock that may be issued
or transferred pursuant to Awards granted under this Plan shall not
exceed 1,246,875 shares, subject to adjustment as set forth in Section
7.2. If any Option and any related Stock Appreciation Right shall
lapse or terminate without having been exercised in full, or any
Common Stock subject to a Restricted subject to a Performance Share
Award shall not have been transferred, the unpurchased, unvested or
untransferred shares subject thereto shall again be available for
purposes of this Plan."
Dated: May 8, 1997 /s/ GREGG M. GIBBONS
-------------------------------
Gregg M. Gibbons
Secretary
<PAGE>
Exhibit 5
WYNN'S INTERNATIONAL, INC.
October 30, 1997
Wynn's International, Inc.
500 North State College Boulevard
Suite 700
Orange, CA 92868-1604
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 150,000 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 awards to be granted under the Company's Stock-Based Incentive Award
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,
WYNN'S INTERNATIONAL, INC.
/s/ GREGG M. GIBBONS
Gregg M. Gibbons
Vice President-Corporate Affairs,
General Counsel and Secretary
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
pertaining to the Wynn's International, Inc. Stock-Based Incentive Award Plan
and in the related Prospectus of our report dated January 27, 1997, with respect
to the consolidated financial statements incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1996 and the related
financial statement schedules included therein, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
October 30, 1997
