<PAGE> 1
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
_______
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 RESTRICTED STOCK PLAN
(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, 250,000 shares $25.6875 $6,421,875 $2,214.46
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.
<PAGE> 2
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 and 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 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 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 actions, suits or
proceedings, to which they are parties by reason of being or having been
such directors or officers.
<PAGE> 3
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 purposes
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 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 of 1934) 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.
---------------
<PAGE> 3
(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 Regulation 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 th 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.
<PAGE> 4
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 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
<PAGE> 5
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
<PAGE> 6
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
