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. Employr Identification No.)
incorporation or organization)
23 CORPORATE PLAZA, SUITE 246
NEWPORT BEACH, CALIFORNIA 92660
(Address of principal executive offices)
WATER PIK TECHNOLOGIES, INC. RETIREMENT PLAN
(Full title of the plan)
RICHARD D. TIPTON
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
WATER PIK TECHNOLOGIES, INC.
23 CORPORATE PLAZA, SUITE 246
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 MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock,
par value
$.01 per share 115,000(1) $7.875(3) $905,625 $240
85,000(2) See Note (4)
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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"), and, 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 Water Pik Technologies, Inc.
Retirement Plan.
(2) In addition to the 115,000 new shares being registered hereunder,
the Registrant hereby transfers, and this Registration Statement shall be deemed
to apply to, 85,000 shares of the Registrant's Common Stock (and the
participation interests associated therewith) previously registered, but not
used, under an S-8 Registration Statement (File No. 333-96451) filed by
Registrant on February 9, 2000 (the "401(k) Plan Statement") registering shares
of Registrant's Common Stock to
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be offered under the Teledyne, Inc. 401(k) Plan. In conjunction with the filing
of this Registration Statement, the Registrant is filing a Post-Effective
Amendment to the 401(k) Plan Statement acknowledging the transfer of shares to
this Registration Statement.
(3) 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 August 15, 2000.
(4) Aggregate registration fees of $198 were paid in connection with
the shares of Registrant's Common Stock registered under the 401(k) Plan
Statement (File No. 333-96451).
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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 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 Registrant's Annual Report on Form 10-K for the
fiscal year ending December 31, 1999 (File No. 001-15297); (ii) all other
reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1999; and (iii) the description of the
Registrant's Common Stock contained in the Registrant's Registration Statement
on Form 10, as amended, filed with the Commission (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 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 Water Pik Technologies, Inc. Retirement 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 conduct set forth in such statutory
provision. Article EIGHT of the Registrant's
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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, as
amended (incorporated by reference to Exhibit 3.1 of the
Registrant's Annual Report on Form 10-K filed for the year
ended December 31, 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, independent auditors.
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).
The Registrant hereby undertakes to submit the Water Pik Technologies,
Inc. Retirement Plan and any amendment thereto to the Internal Revenue Service
(the "IRS") in a timely manner and to make all changes required by the IRS to
qualify such plan.
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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 17th day of August, 2000.
WATER PIK TECHNOLOGIES, INC.
By: /s/ Michael P. Hoopis
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Michael P. Hoopis
President and Chief Executive Officer
POWER OF ATTORNEY
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 Executive August 17, 2000
-------------------------- Officer (Principal Executive
Michael P. Hoopis Officer) and a Director
/s/ Victor C. Streufert Vice President--Finance and August 17, 2000
-------------------------- Chief Financial Officer
Victor C. Streufert (Principal Financial Officer
and Principal Accounting
Officer)
/s/ William G. Ouchi Director August 17, 2000
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William G. Ouchi
/s/ Robert P. Bozzone
-------------------------- Director August 17, 2000
Robert P. Bozzone
/s/ W. Craig McClelland
-------------------------- Director August 17, 2000
W. Craig McClelland
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SIGNATURE CAPACITY DATE
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/s/ Charles J. Queenan, Jr.
-------------------------- Director August 17, 2000
Charles J. Queenan, Jr.
/s/ James E. Rohr
-------------------------- Director August 17, 2000
James E. Rohr
Pursuant to the requirements of the Securities Act of 1933, Water Pik
Technologies, Inc. has duly caused this Registration Statement to be signed on
its behalf as Plan Administrator of the Water Pik Technologies, Inc. Retirement
Plan by the undersigned, thereunto duly authorized, in the City of Newport
Beach, State of California, on August 17, 2000.
WATER PIK TECHNOLOGIES, INC. -
PLAN ADMINISTRATOR
By: /s/ Victor C. Streufert
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Victor C. Streufert
Vice President - Finance & Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit 3.1 of the
Registrant's Annual Report on Form 10-K filed for the year
ended December 31, 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, independent auditors.
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).
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