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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WATER PIK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1843384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
660 NEWPORT CENTER DRIVE, SUITE 470
NEWPORT BEACH, CALIFORNIA 92660
(Address of principal executive offices) (Zip Code)
TELEDYNE, INC. 401(K) PLAN
(Full title of the plan)
MICHAEL P. HOOPIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WATER PIK TECHNOLOGIES, INC.
660 NEWPORT CENTER DRIVE, SUITE 470
NEWPORT BEACH, CALIFORNIA 92660
(Name and address of agent for service)
(949) 719-3700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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Common Stock,
par value 100,000(1) $7.50(2) $750,000 $198
$.01 per share
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(1) This Registration Statement also registers additional securities to be
offered or issued upon adjustments or changes made to registered securities by
reason of any stock splits, stock dividends or similar transactions as permitted
by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the
"Securities Act"). In addition, pursuant to Rule 416(c) under the Securities
Act, this Registration Statement covers an indeterminate number of interests to
be offered or sold pursuant to the Allegheny Ludlum Corporation Retirement
Savings Plan and the Teledyne, Inc. 401(k) Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on February 3, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant or Allegheny Teledyne
Incorporated 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 by reference into this Registration Statement: (i) the
Registration Statement on Form 10, as amended, filed with the Commission
(File No. 001-15297) (the "Form 10"), (ii) Audited Financial Statements and
supplemental schedules of the Teledyne, Inc. 401(k) Plan filed as part of
the Annual Report on Annual Report on Form 10-K/A (Amendment No. 1) of
Allegheny Teledyne Incorporated for the year ended December 31, 1998 (File
No. 1-12001), (iii) the Registrant's Current Report on Form 8-K dated as of
November 29, 1999 and filed December 1, 1999, as amended on December 6, 1999
and (iv) the description of the Registrant's Common Stock contained in the
Form 10.
All documents subsequently filed by the Registrant with the Commission
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, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed
to be a part of this Registration Statement from the date of filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by any
document which constitutes part of the prospectus relating to the Teledyne,
Inc. 401(k) Plan meeting the requirements of Section 10(a) of the Securities
Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory limitations, the liability
of a director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty, except for liability (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 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit. Article SEVEN of the Registrant's Restated Certificate of
Incorporation provides that no director of the Registrant shall be
personally liable to the Registrant or its stockholders in accordance with
the foregoing provisions of Section 102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses,
including attorneys' fees, actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal, administrative
or investigative, to which any of them is a party by reason of being a
director or officer of the Registrant if it is determined that the director
or the officer acted in accordance with the applicable standard of
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conduct set forth in such statutory provision. Article EIGHT of the
Registrant's Restated Certificate of Incorporation provides that any person
who was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or an officer of the Registrant or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit
plan, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any capacity while
serving as a director, officer, employee or agent, shall be indemnified and
held harmless by the Registrant to the fullest extent authorized by the
DGCL.
The Registrant has purchased directors' and officers' liability insurance
covering certain liabilities which may be incurred by the officers and
directors of the Registrant in connection with the performance of their
duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form 10/A-4 filed
on November 10, 1999 (File No. 001-15297)).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form 10/A-4 filed
on November 12, 1999 (File No. 001-15297)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the
legality of the shares being registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the
Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
99.1 Teledyne, Inc. 401(k) Plan Internal Revenue Service
determination letter.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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 this 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.
* * *
(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.
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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 Newport Beach, State of California, on this 29th
day of November, 1999.
WATER PIK TECHNOLOGIES, INC.
By: /s/ Michael P. Hoopis
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Michael P. Hoopis
President and Chief Executive Officer
We, the undersigned directors and officers of Water Pik Technologies,
Inc., do hereby constitute and appoint Michael P. Hoopis and Victor C.
Streufert, or either of them, our true and lawful attorneys and agents, to
do any and all acts and things in our name and on our behalf in our
capacities as directors and officers and to execute any and all instruments
for us and in our names in the capacities indicated below, which said
attorneys and agents, or either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act and any rules,
regulations and requirements of the Commission, in connection with this
Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the
following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
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/s/ Michael P. Hoopis President and Chief November 29, 1999
------------------------- Executive Officer (Principal
Michael P. Hoopis Executive Officer) and
a Director
/s/ Victor C. Streufert Vice President-Finance and November 29, 1999
------------------------- Chief Financial Officer
Victor C. Streufert (Principal Financial
Officer and Principal
Accounting Officer)
/s/ William G. Ouchi Director November 29, 1999
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William G. Ouchi
/s/ Robert P. Bozzone Director November 29, 1999
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Robert P. Bozzone
/s/ W. Craig McClelland Director November 29, 1999
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W. Craig McClelland
/s/ James E. Rohr Director November 29, 1999
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James E. Rohr
/s/ Charles J. Queenan, Jr. Director November 29, 1999
-------------------------
Charles J. Queenan, Jr.
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Pursuant to the requirements of the Securities Act of 1933, the undersigned
Plan Administrator of the Teledyne, Inc. 401(k) Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newport Beach, State of
California, on November 29, 1999.
TELEDYNE, INC. RETIREMENT PLAN
ADMINISTRATIVE COMMITTEE
By: /s/ Victor C. Streufert
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Victor C. Streufert
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of
the Registrant (incorporated by
reference to Exhibit 3.1 to the
Registrant's Registration Statement on
Form 10/A-4 filed on November 10, 1999
(File No. 001-15297)).
4.2 Amended and Restated Bylaws of the
Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's
Registrant's Registration Statement on
Form 10/A-4 filed on November 12, 1999
(File No. 001-15297)).
5.1 Opinion of Kirkpatrick & Lockhart LLP
regarding the legality of the shares
being registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP
(included in the Opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement).
99.1 Teledyne, Inc. 401(k) Plan Internal
Revenue Service determination letter.
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Exhibit 5.1
February 7, 2000
Water Pik Technologies, Inc.
660 Newport Center Drive
Suite 470
Newport Beach, California 92660
Ladies and Gentlemen:
We are counsel to Water Pik Technologies, Inc. (the "Company") and we have
acted as counsel for the Company in connection with the preparation of the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933, as amended, of 100,000 shares of the Company's common stock, par value
$.01 per share (the "Shares"), which are to be issued from time to time to
certain employees of the Company and its affiliates in connection with the
Teledyne, Inc. 401(k) Plan (the "Plan").
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Plan and such other
documents as we have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and reserved for issuance, and that the Shares, when
issued under the terms of the Plan, will be legally and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Teledyne, Inc. 401(k) Plan of our report
dated April 13, 1999, except for Note 12 as to which the date is August 6, 1999,
relating to the combined financial statements which appear in the Registration
Statements on Form 10, as amended (No. 001-15297), of Water Pik Technologies,
Inc. filed with the Securities and Exchange Commission.
We also hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of pertaining to the Teledyne, Inc. 401(k) Plan of our
report dated June 11, 1999, with respect to the financial statements and
supplemental schedules of the Teledyne, Inc. 401(k) Plan which appear in
Allegheny Teledyne Incorporated's Annual Report on Form 10-K/A (Amendment No. 1)
(File No. 1-12001) for the year ended December 31, 1998 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
February 7, 2000
Exhibit 99.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
450 GOLDEN GATE AVENUE, MS 7-4-01
SAN FRANCISCO, CA 94102
Employer Identification Number:
Date: 95-2282626
File Folder Number:
950009224
TELEDYNE, INC. Person to Contact:
1901 AVENUE OF THE STARS, STE. 1800 LINDA L. HOH
LOS ANGELES, CA 90067-6046 Contact Telephone Number:
(415) 522-6071
Plan Name:
TELEDYNE SAVINGS ADVANTAGE
Plan Number: 098
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the plan adopted on June 22,
1991.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
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This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Richard R. Orosco
Richard R. Orosco
District Director
Enclosures:
Publication 794
Addendum
