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REGISTRATION NO. 33-
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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ALBERTO-CULVER COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 36-2257936
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification No.)
2525 ARMITAGE AVENUE
MELROSE PARK, ILLINOIS 60160
(Address of Principal Executive Offices)
ALBERTO-CULVER COMPANY 1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
BELL, BOYD & LLOYD
THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602-4207
ATTENTION: JOHN H. BITNER
(312) 807-4306
(Name, address and telephone number of agent for service)
_________
CALCULATION OF REGISTRATION FEE
_________
Proposed Proposed
Title Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee (2)
Class A Common, 75,000 shares $25.6875 $1,926,563 $664.34
Stock
$.22 par value
(1) This registration statement also includes an indeterminable
number of additional shares that may become issuable pursuant
to the antidilution adjustment provisions of the plan.
(2) In accordance with Rule 457, calculated on the basis of the average
of the reported high and low prices for the Class A Common Stock on the
New York Stock Exchange Composite Tape on September 8, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the
registration statement:
(a) The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is
a part, filed pursuant to Rule 424(b) or (c) of the Securities Exchange
Commission under the Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the annual report or the prospectus referred
to in (a) above.
(c) The description of the registrant's Class A Common Stock which
is contained in the registrant's registration statements filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant 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 to the registration statement
which indicates that all of the shares of common stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
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 herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VIII of the registrant's by-laws (i) authorizes the indemnification
of directors and officers (the "Indemnities") under specified circumstances
to the fullest extent authorized by the General Corporation Law of
Delaware, (ii) provides for the advancement of expenses to the Indemnities
for defending any proceedings related to specified circumstances, (iii)
gives the Indemnities the right to bring suit against the registrant to
enforce the foregoing rights to indemnification and advancement of expenses,
and (iv) authorizes the registrant to maintain certain policies of
insurance to protect itself and any of its directors, officers or employees.
The registrant currently maintains policies of insurance under which
the directors and officers of registrant are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
The exhibits to the registration statement are listed in the
Exhibit Index elsewhere herein.
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;
(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 paragraph (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 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 which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for 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, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of1934) that
is incorporated by reference in the 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.
________________
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(e) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given,the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Reulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
_______________________
(h) 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 provisions described
in Item 6 (other than policies of insurance), 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 proceedings) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Melrose Park, State of Illinois
on September 12, 1995.
ALBERTO-CULVER COMPANY
By /s/Howard B. Bernick
Howard B. Bernick
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1993,
this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/Leonard H. Lavin Chairman and Director September 12, 1995
Leonard H. Lavin
/s/Howard B. Bernick President and Chief Executive September 12, 1995
Howard B. Bernick Officer and Director
/s/Bernice E. Lavin Vice Chairman, Secretary, September 12, 1995
Bernice E. Lavin Treasurer and Director
/s/Carol L. Bernick Executive Vice President September 12, 1995
Carol L. Bernick and Director
/s/William J. Cernugel Senior Vice President, September 12, 1995
William J. Cernugel Finance and Controller
(Principal Financial Officer & Controller)
/s/A. Robert Abboud Director September 12, 1995
A. Robert Abboud
/s/Robert P. Gwinn Director September 12, 1995
Robert P. Gwinn
/s/Lee W. Jennings Director September 12, 1995
Lee W. Jennings
/s/Harold M. Visotsky, M.D. Director September 12, 1995
Harold M. Visotsky, M.D.
/s/William W. Wirtz Director September 12, 1995
William W. Wirtz
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EXHIBIT INDEX
Where Exhibit
No. Description Can be Found
4.1 Restated Certificate of Incorporation of the Company --------
(incorporated herein by reference to company Annual
Report on Form 10-K for the year ended September 30,
1988 [File No. 1-5050])
4.2 Certificate of Amendment to Restated Certificate of --------
Incorporation of the Company (incorporated herein by
reference to Company Quarterly Report on Form 10-Q for
the quarter ended December 31, 1989 [File No. 1-5050])
4.3 By-laws of the Company, as amended through January 17, --------
1990 (incorporated herein by reference to Company
Quarterly Report on Form 10-Q for the quarter ended December 31,
1989 [File No. 1-5050])
23 Consent of KPMG Peat Marwick LLP 6
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Exhibit No. 23
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Alberto-Culver Company:
We consent to the use of our reports, incorporated herein by reference,
dated October 26, 1994, with respect to the consolidated financial
statements of Alberto-Culver Company as of September 30, 1994 and 1993
and for each of the years in the three-year period ended September 30,
1994 and the related financial statement schedules.
/s/KPMG Peat Marwick LLP
Chicago, Illinois
September 12, 1995
