<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
WINDMERE-DURABLE HOLDINGS, INC.
-------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-1028301
------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5980 MIAMI LAKES DRIVE
MIAMI LAKES, FLORIDA 33014
(305) 362-2611
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1992 INCENTIVE STOCK OPTION PLAN
- --------------------------------------------------------------------------------
-------------------
DAVID M. FRIEDSON
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
WINDMERE-DURABLE HOLDINGS, INC.
5980 MIAMI LAKES DRIVE
MIAMI LAKES, FLORIDA 33014
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(Name and address of agent for service)
(305) 362-2611
------------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPY TO:
PAUL BERKOWITZ, ESQ.
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0685
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BD OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK 500,000 $6.375 - $25.5625 $5,157,093.75 $1,778.31
$.01 PAR VALUE...................... SHARES
==================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) on the basis of (i) the actual
price of $6.375, $10.375 and $14.875 for an aggregate of 77,000, 362,500
and 60,000 options, respectively, to purchase Common Stock being
registered, which have already been granted under the 1992 Incentive Stock
Option Plan, and (ii) the average of the high and low sale price of the
Common Stock on April 17, 1998 ($25.5625) with respect to 500 shares of
Common Stock subject to future grants of options under the 1992 Incentive
Stock Option Plan.
<PAGE> 2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of fiscal year 1997; and
(c) the descriptions of the Registrant's Common Stock and related
matters set forth under the captions "Description of Capital
Stock" and "Dividend Policy" in the Registrant's Registration
Statement on Form S-1 (File No. 002-28383) filed under the
Securities Act of 1933, as amended (the "Act"), including any
amendments to such descriptions in such Registration
Statement.
In addition, all 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 herein by reference and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such statute. The Registrant's Amended and Restated Articles of
Incorporation provide that the Registrant shall indemnify and may insure its
officers and directors to the fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of criminal
laws, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (b) deriving an
improper personal benefit from a transaction, (c) voting for or assenting to an
unlawful distribution and (d) willful misconduct or conscious disregard for the
best interests of the Registrant in a proceeding by or in the right of the
Registrant to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws. The
effect of the foregoing is to require the Registrant to indemnify the officers
and directors of the Registrant for any claim arising against such persons in
their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
II-1
<PAGE> 3
informed 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 suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered
hereunder, 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Registrant's Amended and Restated Certificate of
Incorporation(1)
4.2 Registrant's Amended and Restated Bylaws(2)
4.3 1992 Incentive Stock Option Plan(3)
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P.A.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P.A. (contained in its opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney is included in the Signatures section of
this Registration Statement
- ----------------------------
(1) Incorporated by reference to Exhibit 3.6 filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996.
(2) Incorporated by reference to Exhibit 3.5 filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992.
(3) Incorporated by reference to Exhibit 10.22 filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992.
II-2
<PAGE> 4
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 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) shall 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 Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the 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 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.
(c) Insofar as indemnification for liabilities arising under the 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 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.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the 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
Miami Lakes, State of Florida on April 30, 1998.
WINDMERE-DURABLE HOLDINGS, INC.
By: /s/ David M. Friedson
----------------------------------
Name: David M. Friedson
Title: Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David M. Friedson and Burton A.
Honig his true and lawful attorneys-in-fact, 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 or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, 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/ David M. Friedson Chairman, President and Chief Executive Officer April __, 1998
- ----------------------------------- (Principal Executive Officer)
David M. Friedson
/s/ Harry D. Schulman Executive Vice President and Chief Financial Officer April 24, 1998
- ----------------------------------- (Principal Financial Officer)
Harry D. Schulman
/s/ Burton A. Honig Vice President - Finance (Principal Accounting April 22, 1998
- ----------------------------------- Officer)
Burton A. Honig Officer)
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Wendy Sager Pomerantz Director April 23, 1998
- -----------------------------------
Wendy Sager Pomerantz
/s/ Jerald I. Rosen Director April 23, 1998
- -----------------------------------
Jerald I. Rosen
/s/ Harold Strauss Director April __, 1998
- -----------------------------------
Harold Strauss
/s/ Lai Kin Director April __, 1998
- -----------------------------------
Lai Kin
/s/ Raymond So Director April __, 1998
- -----------------------------------
Raymond So
/s/ Leonard Glazer Director April 23, 1998
- -----------------------------------
Leonard Glazer
/s/ Barbara Friedson Garrett Director April 23, 1998
- -----------------------------------
Barbara Friedson Garrett
/s/ Felix S. Sabates Director April 21, 1998
- -----------------------------------
Felix S. Sabates
/s/ Arnold Thaler Director April 27, 1998
- -----------------------------------
Arnold Thaler
/s/ Thomas Kane Director April 23, 1998
- -----------------------------------
Thomas Kane
/s/ Susan Ganz Director April 23, 1998
- -----------------------------------
Susan Ganz
/s/ Desmond Lai Director April __, 1998
- -----------------------------------
Desmond Lai
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4.3
WINDMERE CORPORATION
1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
1. PURPOSE OF PLAN. The purpose of this 1992 Employee Incentive Stock
Option Plan (the "Plan") is to aid Windmere Corporation, a Florida corporation
and its subsidiaries (hereinafter collectively referred to as the "Company") in
attracting capable executives and to provide a long range inducement of key
employees to remain in the management of the Company by making available shares
of common stock of the Company, par value $.10 per share (the "Common Stock"),
for purchase by eligible key employees of the Company so as to give them a
greater interest as shareholders in the success of the Company.
The Plan is designed to qualify as an incentive stock option plan as
defined under Section 422 of the Internal Revenue Code of 1985, as amended (the
"Code").
2. STOCK SUBJECT TO PLAN.
2.1 Subject to the provisions of Section 10, there shall be
reserved for issuance or transfer upon the exercise of options to be granted
from time to time under the Plan an aggregate of 500,000 shares of Common Stock,
which shares may be in whole or in part, as the Compensation Committee of the
Board of Directors of the Company shall from time to time determine, authorize
and unissued shares of Common Stock or issued shares of Common Stock which shall
have been reacquired by the Company.
2.2 If any option granted under the Plan shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to such option shall again be available for the purpose of the
Plan.
3. ADMINISTRATION.
3.1 The Plan shall be administered by a Committee (the
"Committee") comprised of such members of the Compensation Committee of the
Board of Directors of the Company (the "Committee" and the "Board",
respectively) as shall qualify as Disinterested Persons.
3.2 For purposes of this Plan, "Disinterested Person" shall
mean a Director of the Company who is not, during the one year prior to his or
her service as a member of the Committee, or during such service, granted or
awarded equity securities pursuant to this Plan or any other plan of the Company
or any of its affiliates, except that:
3.2.1 participation in a formula plan meeting the
conditions in paragraph (c)(2)(ii) of Rule 16b-3 promulgated under the
Securities Exchange Act shall not disqualify a Director from being a
Disinterested Person;
<PAGE> 2
3.2.2 participation in an ongoing securities
acquisition plan meeting the conditions in paragraph (d)(2)(i) of Rule 16b-3
promulgated under the Securities Exchange Act shall not disqualify a Director
from being a Disinterested Person; and
3.2.3 an election to receive an annual retainer fee
in either case or an equivalent amount of securities, or partly in cash and
partly in securities, shall not disqualify a Director from being a Disinterested
Person.
3.3 The Committee shall have plenary authority in its
discretion, but subject to the express provisions of the Plan, to determine the
purchase price of the Common Stock covered by each option, the employees to whom
options will be granted, the time or times at which options shall be granted,
the number of shares to be subject to each option, the time or times when an
option can be exercised and whether in whole or in installments, the terms and
provisions (and amendments thereof) of the respective option agreements (which
need not be identical), including such terms and provisions (and amendments) as
shall be required in the judgment of the Committee to conform to any change in
any law or regulation applicable thereto, and to make all other determinations
deemed necessary or advisable for the administration of the Plan. The Committee
may, from time to time, adopt such rules and regulations for carrying out the
Plan as it may deem proper and in the best interest of the Company. The
Committee's determination on any of the foregoing matters and to the
interpretation of the Plan and any option granted under the Plan shall be
conclusive.
4. ELIGIBILITY.
4.1 Any key employee ("Employee") of the Company whose
judgment, initiative and efforts contribute or may be expected to contribute
materially to the successful performance of the Company shall be eligible to
receive options under the Plan.
4.2 An Employee who has been granted an option under the Plan
may be granted an additional option or options under the Plan if the Committee
shall so determine.
5. OPTION PRICES.
5.1 The purchase price of the Common Stock under each option
shall be determined by the Committee but the purchase price may not be less than
the "Fair Market Value" of the Common Stock at the time of granting. "Fair
Market Value" shall for purposes of the Plan include such factors which the
Committee does appropriate and be valued (i) in case the Common Stock shall not
then be listed and traded upon a recognized securities exchange, upon the basis
of the mean between the last bid and asked quotations for such stock on the date
of grant (as reported by a recognized stock quotation service) or, in the event
that there shall be no bid or asked quotations on that day, then upon the basis
of the mean between the last bid and asked quotations on the date nearest
<PAGE> 3
preceding that date, or (ii) in case the Common Stock shall then be listed and
traded upon a recognized securities exchange, upon the basis of the man between
the highest and lowest selling prices at which shares of the Common Stock were
traded on such recognized securities exchange on that day or, if the Common
Stock was not traded on said date, upon the basis of the mean of such prices on
the date nearest preceding that date.
5.2 The aggregate fair market value (determined at the time
the option is granted) of the Common Stock with respect to which incentive stock
options, within the meaning of Section 422 of the code, are exercisable for the
first time by any Employee during any calendar year (under this Plan and all
other plans of the Company) shall not exceed $100,000).
6. OPTION PERIOD. The Committee shall determine the expiration date of
each option, but such expiration date shall be no later than 10 years after the
date such option is granted.
7. EXERCISE OF OPTIONS. Unless otherwise provide din the option
agreement, an option granted under the Plan shall become exercisable as follows:
7.1 An employee must remain continuously employed by the
Company for 12 months or such other period of time as determined in the sole
discretion of the Committee, from the date of grant before the right to exercise
any part of an option granted to such Employee will accrue. Each option granted
under the Plan shall be exercisable in such annual installments as may be
determined by the Committee at the time of the grant. The right to purchase
shares shall be cumulative so that when the right to purchase any shares has
accrued such shares or any part thereof may be purchased at any time thereafter
until the expiration or termination of the option.
7.2 In the event the Company or the shareholders of the
Company enter into an agreement to dispose of all or substantially all of the
assets of the Company, or to sell stock of the Company which would result in a
change in control of the Company, by means of a sale a reorganization, a
liquidation or otherwise, an option shall become immediately exercisable with
respect to the full number of shares subject to that option, notwithstanding
Section 7.1, during the period commencing as of the effective date of such
agreement and ending when the disposition of assets or stock contemplated by the
agreement is consummated or the agreement is terminated, but in no event shall
such period be less than ten (10) days.
7.3 Each option granted under this Plan shall be deemed
exercised when the holder thereof shall indicate his decision to do so in
writing to the Company, and shall at the same time tender to the Company payment
in full in cash for the shares as to which the option is exercised, and shall
comply with such other requirements as the Committee may establish, but this
provision shall not preclude exercise of an option by any other proper legal
method specifically approved by the Committee. An option granted under this Plan
may be exercised as to any lesser number of shares than the full
<PAGE> 4
amount of which it could be exercised. Such a partial exercise of an option
shall not affect the right to exercise the option from time to time in
accordance with this Plan as to the remaining shares subject to the option.
Notwithstanding the foregoing, in lieu of cash an optionee may, with the
approval of the Committee, exercise his option by tendering to the Company
shares of the Common Stock of the Company owned by him and having a Fair Market
Value equal to the cash exercise price applicable to his option.
7.4 Except as provided in Section 9, an option may not be
exercised at any time unless the holder thereof is then an employee of the
Company.
7.5 The holder of an option shall not have any of the rights
of a stockholder with respect to the shares subject to option until such shares
shall be issued or transferred to him upon the exercise of his option.
8. NONTRANSFERABILITY OPTIONS. No option granted under the Plan shall
be transferable otherwise than by the Will of optionee or the laws of descent
and distribution, and an option may be exercised, during the lifetime of an
Employee only by such Employee.
9. DISABILITY OR DEATH OF EMPLOYEE. In the event that the employment of
an Employee is terminated by the Company by reason of partial disability, an
option shall be exercisable by such Employee at any time prior to the expiration
of three (3) months after the date of such termination, regardless of the
expiration date of the option or options giving rise to such option rights, but
only to the extent of the accrued right to purchase at the date of such
termination, regardless of the expiration date of the option or options giving
rise to such option rights, but only to the extent of the accrued right to
purchase at the date of death of such Employee.
10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of a
capital adjustment resulting from a stock dividend, stock split, reorganization,
merger, consolidation, or a combination or exchange of shares, adjusted in a
manner consistent with such capital adjustment. The price of any shares under
option shall be adjusted so there will be no change in the aggregate purchase
price payable upon exercise of any such option.
11. AGREEMENT TO SERVE.
11.1 Each Employee receiving an option shall, as one of the
terms of the option agreement, agree that he will remain in the employ of the
Company for a period of at least one year from the date the option is granted to
him (or until his earlier compulsory retirement date as prescribed from time to
time by the Company) and that he will, during such employment, devote his entire
time, energy and skill to the service of the Company and the promotion of its
interest, subject to vacations, sick leave, and other absences in accordance
with the policies of the Company.
<PAGE> 5
11.2 Such employment shall (subject to the terms of any
contract between the Company and such employee) be at the pleasure of the
Company and at such compensation as the Company shall determine from time to
time.
12. AMENDMENT AND TERMINATION.
12.1 Unless the Plan shall theretofore have been terminated as
hereinafter provided, it shall terminate on, and no option shall be granted
later than December 31, 2001.
12.2 The Plan may be terminated, modified, or amended by the
shareholders of the Company.
12.3 The Board of Directors of the Company may terminate the
Plan or make such modifications or amendments thereof as it shall deem
advisable, or in order to conform to any change in any law or regulation
applicable thereto.
12.4 The Board may not, without further approval by the
shareholders of the Company having general voting power
12.4.1 increase the maximum number of shares as to
which options may be granted under the Plan
12.4.2 change the class of employees eligible to be
granted options,
12.4.3 increase the periods during which options may
be granted or exercised, or
12.4.4 reduce the price of any option granted
hereunder.
12.5 No termination, modification, or amendment of the Plan
may, without the consent of the Employee to whom any option shall previously
have been granted, adversely affect the rights of such Employee under such
option.
13. EFFECTIVENESS OF PLAN.
13.1 The Plan shall become effective on January 1, 1992,
subject to its being approved by the vote of shareholders of the Company
entitled to vote thereon at a meeting thereof duly held on or before December
31, 1992. Options may be granted to Employees prior to shareholder approval, but
the exercisability of all such options shall be conditioned upon such approval.
13.2 Any share certificate issued to evidence shares as to
which an option is exercised shall bear such legends and statements as the
Committee shall deem advisable to assure compliance with Federal and state laws
and regulations. No option and shares will be delivered under this Plan until
the Company has obtained such consent
<PAGE> 6
or approval from regulatory bodies, Federal or state, having jurisdiction over
such matters as the Committee may deem advisable.
13.3 In the case of the exercise of an option by a person or
estate acquiring the right to exercise such option be bequest or inheritance,
the Committee may require reasonable evidence as to the ownership of such option
and may require such consents and releases of taxing authorities as the
Committee may deem advisable.
14. TIME OF GRANTING OPTIONS. Nothing contained in the Plan or in any
resolution adopted or to be adopted by the Committee or the Board of Directors,
or the stockholders of the Company shall constitute the granting of any option
hereunder. The granting of an option pursuant to the Plan shall take place only
when a written option agreement shall have been duly executed and delivered by
or on behalf of the Company and the individual (or his duty authorized
attorney-in-fact) to whom such option is to be granted.
15. GENERAL PROVISIONS. Neither the adoption of the Plan nor its
operation, nor any document describing or referring to the Plan, or any part
thereof, nor the granting of or existence of an outstanding option shall confer
upon any employee any right to continue in the employ of the Company or any
subsidiary or shall in any way affect the right and power of the Company to
terminate the employment of an employee at any time with or without assigning a
reason therefor to the same extent as the Company might have done if this Plan
had not been adopted.
Headings are given to the sections of the Plan solely as a convenience
to facilitate reference; such headings, numbering and paragraphing shall not in
any ease be deemed in any way material or relevant to the construction of the
Plan or any provisions thereof. The use of the masculine gender shall also
include within its meaning the feminine. The use of the singular shall also
include within its meaning the plural; and vice versa.
<PAGE> 1
EXHIBIT 5.1
May 7, 1998
Windmere-Durable Holdings, Inc.
5980 Miami Lakes Drive
Miami Lakes, Florida 33014
Re: Registration Statement on Form S-8 for Windmere-Durable
Holdings, Inc. 1992 Incentive Stock Option Plan, as amended
Ladies and Gentlemen:
On the date hereof, Windmere-Durable Holdings, Inc. a Florida
corporation (the "Company"), sent for filing with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-8 (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the offering and sale by the
Company of up to 1,000,000 shares of the Company's Common Stock, par value $.01
per share (the "Common Stock"), pursuant to stock options ("Options") granted or
to be granted under the Company's 1992 Incentive Stock Option Plan, as amended
(the "1992 Plan"). We have acted as counsel to the Company in connection with
the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Articles of Incorporation
and Bylaws of the Company; (ii) records of corporate proceedings of the Company
authorizing the 1992 Plan; (iii) the Registration Statement and exhibits
thereto; and (iv) such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deemed reasonably appropriate, upon
representations of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
checking or verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 21,000,000 shares of authorized and
unissued Common Stock from which the 1,000,000 shares of Common Stock proposed
to be sold pursuant to the exercise of Options granted under the 1992 Plan may
be issued. In addition, assuming that the Company maintains an adequate number
of authorized but unissued shares of Common Stock available for issuance to
those persons who exercise their Options, and that the consideration for the
underlying shares of Common Stock issued pursuant to the Options is actually
received by the Company as provided in the 1992 Plan, we are of the opinion that
the shares of Common Stock issued pursuant to the exercise of Options granted
under and in accordance with the terms of the 1992 Plan will be duly and validly
issued, fully paid and nonassessable.
<PAGE> 2
Windmere-Durable Holdings, Inc.
May 7, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ Greenberg Traurig Hoffman
Lipoff Rosen & Quentel, P.A.
-----------------------------
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
<PAGE> 1
Exhibit 23.1
AUDITOR'S CONSENT
We have issued our report dated February 10, 1998, accompanying the consolidated
financial statements and schedule incorporated by reference in the Form 10-K of
Windmere-Durable Holdings, Inc. for the year ended December 31, 1997. We hereby
consent to the incorporation by reference of the aforementioned report in the
Registration Statements of Windmere-Durable Holdings, Inc. on Form S-8.
/s/ Grant Thornton LLP
Miami, Florida
May 11, 1998
