As filed with the Securities and Exchange Commission on May 12, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
The Coleman Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3639257
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1767 Denver West Boulevard 80401
Golden, Colorado (Zip Code)
Telephone: (303) 202-2400
(Address of Principal Executive Offices)
________________
The Coleman Company, Inc. 1996 Stock Option Plan
(Full title of the plan)
________________
Barbara Allen With Copies to:
The Coleman Company, Inc.
1767 Denver West Boulevard W. Dean Salter, Esq.
Golden, Colorado 80401 Holme Roberts & Owen LLP
Telephone: (303) 202-2400 1700 Lincoln, Suite 4100
Telecopier:(303) 202-2416 Telephone: (303) 861-7000
(Name, Address, and Telephone Number, Telecopier: (303) 866-0200
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed
Securities to be Maximum Maximum
to be Registered Registered Offering Aggregate Amount of
Price Offering Registration
Per Share(1) Price(1) Fee
______________________________________________________________________
Common Stock 2,000,000 $16.3125 $32,625,000 $9887
($.01 par value)
(1) Established pursuant to Rule 457 (c).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Coleman Company, Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in the Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
(2) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the latest fiscal year of the Company.
(3) The description of the Common Stock, $.01 par value per
share of the Company contained in the Company's Registration Statement
on Form S-1 filed on February 26, 1992.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, 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.
Item 4. DESCRIPTION OF SECURITIES - Not Applicable
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL - Not Applicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law
permits a Delaware corporation to limit the personal liability of its
directors in accordance with the provisions set forth therein in the
Certificate of Incorporation of the Company. The Certificate of
Incorporation of the Company provides that the personal liability of
its directors shall be limited to the fullest extent permitted by
applicable law. Section 145 of the Delaware General Corporation Law
contains provisions permitting corporations organized thereunder to
indemnify directors, officers, employees or agents against expenses,
judgments and fines reasonably incurred and against certain other
liabilities in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person was or is a
director, officer, employee or agent of the corporation.
The Bylaws of the Company provide that the Company has the
power to indemnify and hold harmless to the fullest extent permitted
by applicable law any person who is or was a party or is threatened to
be made a party to any threatened or pending or completed action, suit
or proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company. The Bylaws of
the Company also provide that the Company has the power to indemnify
and hold harmless to the fullest extent permitted by applicable law
any person who is or was a party or is threatened to be made a party
to any threatened or pending or completed action or suit by or in the
right of the Company to procure judgment in its favor, by reason of
the fact that he or she is or was a director, officer, employee or
agent of the Company. In addition, the Bylaws allow the Company to
maintain officers and directors liability insurance policies.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED - Not applicable
Item 8. EXHIBITS
Exhibit
Number Description of Exhibit
5.1 Opinion and Consent of Holme Roberts & Owen LLP as to the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Holme Roberts & Owen LLP (contained in their
opinion filed as Exhibit 5.1).
24.1 Power of Attorney.
Item 9. UNDERTAKINGS
(a) Rule 415 Undertakings
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 fact 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 (1)(i) and (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 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; 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) Filings Incorporating Subsequent Exchange Act Documents by
Reference
The undersigned Registrant hereby undertakes that, for
purposes of determining 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 the Securities Exchange Act of 1934 (and
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of 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 herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Acceleration of Effective Date and Filing Registration Statement
on Form S-8
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 discussed in Item 6, 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 such 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 such act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Company 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
Golden, State of Colorado, as of May 12, 1997.
THE COLEMAN COMPANY, INC.
/s/ Steven F. Kaplan
By: _______________________________
Name: Steven F. Kaplan
Title: Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the
following persons in the capacities indicated and on the dates
indicated.
Signatures Title Date
*
__________________ Director and May 12, 1997
Jerry W. Levin Chief Executive Officer
*
__________________ Director May 12, 1997
Ronald O. Perelman
*
__________________ Director May 12, 1997
Donald G. Drapkin
*
__________________ Director May 12, 1997
Jordan L. Haines
*
__________________ Director May 12, 1997
Lawrence M. Jones
*
__________________ Director May 12, 1997
Robert J. Lanigan
*
__________________ Director May 12, 1997
Robert S. Miller
*
___________________ Director May 12, 1997
Bruce Slovin
*
___________________ Director May 12, 1997
William H. Spoor
/s/ Steven F. Kaplan
__________________ Executive Vice President and May 12, 1997
Steven F. Kaplan Chief Financial Officer
/s/ Barbara L. Allen Power of Attorney May 12, 1997
___________________
Barbara L. Allen
* Signed pursuant to a power of attorney
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5.1 Opinion and Consent of Holme Roberts & Owen LLP as to the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Holme Roberts & Owen LLP (contained in their
opinion filed as Exhibit 5.1).
24.1 Power of Attorney.
May 8, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Coleman Company, Inc.
Form S-8 Registration Statement
The Coleman Company, Inc. 1996 Stock Option Plan
Gentlemen:
This firm has acted as counsel to The Coleman Company,
Inc. (the "Company") in connection with the preparation
and filing of its registration statement on Form S-8 under
the Securities Act of 1933, as amended, covering the issuance
of an aggregate of 2,000,000 shares of common stock, $.01 par
value per share of the Company (the "Common Stock").
We have examined the Company's Articles of Incorporation
and bylaws and the record of its corporate proceedings with
respect to the registration statement and have made such other
investigation as we have deemed necessary in order to express
the following opinion.
Based on the foregoing, we are of the opinion that the Common Stock,
when issued as contemplated by the Plan and the registration statement,
will be legally issued, fully paid and nonassessable.
We hereby consent to all references to this firm in the
registration statement and all amendments to the registration
statement. We further consent to the use of this opinion as an
exhibit to the registration statement.
Very truly yours,
Holme Roberts & Owen LLP
By: /s/ W. Dean Salter
_____________________
W. Dean Salter, Partner
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The Coleman Company, Inc. 1996 Stock Option Plan of
our report dated March 10, 1997, with respect to the consolidated financial
statements of the Coleman Company included in its Annual Report (Form 10-K)
for the year ended December 31, 1996, filed with the Securities & Exchange
Commission.
ERNST & YOUNG LLP
Denver, Colorado
April 30, 1997
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Larry E.
Sanford, Steven F. Kaplan, Michael A. Zawalski, and Barbara L.
Allen, and each of them without the others, his true and lawful
attorney-in-fact and agent with full power of substitution,
for him to sign Registration Statements and any amendments thereto,
whether on Form S-8 for the 1996 Stock Option Plan and any
amendments thereto, or otherwise, and to file the same with all
exhibits, and any amendments thereto, and other related documents
with the Securities and Exchange Commission, granting to said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, and ratifies and confirms all that said attorney-in-fact
and agent may lawfully do or cause to be done with respect to the
filings.
Dated as of 28th day of March, 1997.
/s/ Lawrence M. Jones /s/ William H. Spoor
________________________ _________________________
Lawrence M. Jones William H. Spoor
/s/ Ronald O. Perelman /s/ Robert S. Miller
________________________ ________________________
Ronald O. Perelman Robert S. Miller
/s/ Donald G. Drapkin /s/ Jordan L. Haines
________________________ _________________________
Donald G. Drapkin Jordan L. Haines
/s/ Jerry W. Levin /s/ Robert J. Lanigan
________________________ _________________________
Jerry W. Levin Robert J. Lanigan
/s/ Bruce Slovin
________________________
Bruce Slovin
/s/ John A. Moran
________________________
John A. Moran
