<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
CSS INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 13-1920657
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
1845 Walnut Street
Philadelphia, PA 19103
(215) 569-9900
(Address of principal executive offices)
1994 EQUITY COMPENSATION PLAN
1985 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
STEPHEN V. DUBIN
1845 Walnut Street
Philadelphia, PA 19103
(Name and address of agent for service)
(215) 569-9900
(Telephone number, including area code, of agent for service)
--------------------
Copy to:
DAVID R. KING
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5371
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (3)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value 2,292,722 $15.375-$31.283 $56,594,532.01 $17,149.86
===================================================================================================================================
</TABLE>
(1) This registration statement covers shares of Common Stock of CSS
Industries, Inc.,which may be offered or sold pursuant to the 1994 Equity
Compensation Plan, as amended, and the 1985 Incentive Stock Option Plan, as
amended. This registration statement also relates to an indeterminate
number of shares of Common Stock that may be issued upon stock splits,
stock dividends or similar transactions in accordance with Rule 416.
(2) Aggregate calculation based on exercise prices, where determinable, and
where exercise prices are not determinable, estimated pursuant to
paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating
the registration fee, based upon the average of the reported high and low
sales prices for a share of Common Stock on July 16, 1997, as reported on
the New York Stock Exchange.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price divided by 3,300.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by CSS Industries, Inc. (the
"Registrant") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act").
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.
(d) The description of the Common Stock of the Registrant contained in
its Registration Statement on Form 8-A filed under the Exchange Act on
June 7, 1993, including any amendment or report filed for the purpose
of updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is 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 or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Experts
The consolidated financial statements of the Registrant as of
December 31, 1996 and for each of the years in the three-year period ended
December 31, 1996, included in the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, have been incorporated by reference in
the registration statement in reliance upon the report of Arthur Andersen LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. To the
extent that Arthur Andersen LLP audits and reports on financial statements of
the Registrant issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation, as amended,
provides that a director shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Law (the "DGCL"). In addition,
Section 145 of the DGCL and Section 61 of the Registrant's Bylaws under certain
circumstances, provide for the indemnification of the Registrant's directors,
officers and employees against liabilities which they may incur in such
capacities.
In general, any director, officer, employee of the Registrant, or any
other corporation which he serves or served as such at the request of the
Registrant, shall be indemnified by the Registrant against any and all liability
and reasonable expenses incurred by that person in connection with or resulting
from a claim, action, suit or other proceeding as a result of such relationship
(whether actual or threatened or brought by or in the right of the Registrant or
such other corporation or otherwise), provide (i) in the case of a claim,
action, suit or other proceeding brought by or in the right of the Registrant or
such other corporation, that such person has not been adjudged to be liable for
negligence or misconduct in the performance of his duty to it, (ii) in the case
of a claim, action, suit or other proceeding brought other than by or in the
right of the Registrant or such other corporation, that such person acted in the
best interests of the Registrant or such other corporation, as the case may be,
and (iii) in addition, in the case of any criminal action or proceeding, that
such person did not have reasonable cause to believe that his conduct was
unlawful. Such indemnity is limited to the extent that (i) such person pays
amounts to the Registrant or such other corporation in satisfaction of any
judgment or settlement or (ii) such person is otherwise indemnified or
reimbursed.
Any indemnification of a director, officer, employee under the previous
paragraph (except where such person has been successful on the merits or
otherwise in the defense of a claim, action, suit or other proceeding , in which
case such person is entitled to indemnification as of right) shall be made at
the discretion of the Registrant only upon the determination that such person
seeking indemnification has met the applicable standard of conduct set forth
above. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum of disinterested directors who are not parties to such
action or (ii) if such quorum is not obtainable or, even if obtainable, if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion.
Expenses incurred by a director, officer or employee of the Registrant
in defending a claim, action, suit or proceeding may be paid by the Registrant
in advance of the final disposition thereof upon receipt of an undertaking by or
on behalf of the recipient to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Registrant as authorized
by the Bylaws.
The indemnification provisions of Section 61 of the Bylaws apply to
current as well as former directors, officers and employees, inure to the
benefit of their heirs, executors and administrators and are applicable whether
or not the claim asserted against such person is based on matters which antedate
the adoption of such provisions. In addition, such indemnification provisions
are not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled (either by contract or as a matter of
law).
Section 145 of the DGCL also empowers the Registrant to purchase and
maintain insurance that protects its officers, directors, employees and agents
against any liabilities incurred in connection with their service in such
positions.
Item 7. Exemption from Registration Claimed.
Not applicable.
2
<PAGE>
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
10.1 1994 Equity Compensation Plan, as amended. (1)
10.2 1985 Incentive Stock Option Plan, as amended. (2)
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within
Exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page
of this Registration Statement).
(1) Filed as an exhibit to the Annual Report on Form 10-K (No. 1-2661) for the
fiscal year ended December 31, 1996 and incorporated herein by reference.
(2) Filed as an exhibit to the Annual Report on Form 10-K (No. 1-2661) for the
fiscal year ended December 31, 1991 and incorporated herein by reference.
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 of 1933;
(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; and
(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 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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
3
<PAGE>
the Securities Exchange Act of 1934 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 of 1933 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 Securities and
Exchange 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
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 Act and will
be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Philadelphia, Commonwealth of Pennsylvania on July
22, 1997.
CSS INDUSTRIES, INC.
By: /s/ Jack Farber
-------------------------------------
Jack Farber
Chairman of the Board, President and Chief
Executive Officer (principal executive officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack Farber and James G. Baxter and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jack Farber Chairman of the Board, President July 22, 1997
- -------------------------- and Chief Executive Officer
Jack Farber (principal executive officer and a
director)
/s/ James G. Baxter President-Consumer Products July 22, 1997
- -------------------------- Group and Chief Financial Officer
James G. Baxter (principal financial and accounting
officer and a director)
/s/ Willard M. Bright Director July 22, 1997
- --------------------------
Willard M. Bright
/s/ James H. Bromley Director July 22, 1997
- --------------------------
James H. Bromley
/s/ John R. Bunting, Jr. Director July 22, 1997
- --------------------------
John R. Bunting, Jr.
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen V. Dubin Director July 22, 1997
- -------------------------
Stephen V. Dubin
/s/ Richard G. Gilmore Director July 22, 1997
- -------------------------
Richard G. Gilmore
/s/ Leonard E. Grossman Director July 22, 1997
- -------------------------
Leonard E. Grossman
/s/ James E. Ksansnak Director July 22, 1997
- -------------------------
James E. Ksansnak
/s/ Michael L. Sanyour Director July 22, 1997
- -------------------------
Michael L. Sanyour
/s/ William C. Warren Director July 22, 1997
- -------------------------
William C. Warren
</TABLE>
S-2
<PAGE>
CSS INDUSTRIES, INC.
INDEX TO EXHIBITS
Exhibit Number Document
-------------- --------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Arthur Andersen LLP.
10.1 1994 Equity Compensation Plan, as amended. (1)
10.2 1985 Incentive Stock Option Plan, as amended. (2)
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included
within Exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page
of this Registration Statement).
(1) Filed as an exhibit to the Annual Report on Form 10-K (No. 1-2661) for
the fiscal year ended December 31, 1996 and incorporated herein by
reference.
(2) Filed as an exhibit to the Annual Report on Form 10-K (No. 1-2661) for
the fiscal year ended December 31, 1991 and incorporated herein by
reference.
<PAGE>
EXHIBIT 5.1
July 23, 1997
CSS Industries, Inc.
1401 Walnut Street
Philadelphia, PA 19103
Ladies and Gentlemen:
We have acted as counsel to CSS Industries, Inc., a Delaware corporation (the
"Company"), in connection with the registration of up to 2,292,722 shares (the
"Shares") of its Common Stock, $.10 par value per share (the "Common Stock"), on
a registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933, as amended (the "Act"). The Shares will
be issued pursuant to the Company's 1994 Equity Compensation Plan (the "1994
Plan") and 1985 Incentive Stock Option Plan (the "1985 Plan").
We have examined the Registration Statement and such corporate records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares will be, when issued
in accordance with the terms of the 1994 Plan and the 1985 Plan, as the case may
be, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1994 Equity Compensation Plan and the 1985 Incentive
Stock Option Plan of CSS Industries, Inc. of our report dated February 20, 1997,
with respect to the consolidated financial statements and schedules of CSS
Industries, Inc. and subsidiaries included in its Annual Report (Form 10-K) for
the fiscal year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
July 22, 1997
