Registration No. 333-
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 EMPLOYEE STOCK OPTION PLAN OF 1988
(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)
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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 Stock, 4,000,000 shares $26.00 $104,000,000 $30,680
$.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 April 27, 1998
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Part II of Registration Statement No. 33-62701 are hereby
incorporated by reference.
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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 the City of Melrose Park, State of Illinois on April 23, 1998.
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 1933, 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 of the Board April 23, 1998
Leonard H. Lavin and Director
/s/ Howard B. Bernick President, Chief Executive April 23, 1998
Howard B. Bernick Officer and Director
(Principal Executive Officer)
/s/ Bernice E. Lavin Vice Chairman, Secretary, April 23, 1998
Bernice E. Lavin Treasurer and Director
/s/ Carol L. Bernick Vice Chairman,President Alberto-CulverApril 23, 1998
Carol L. Bernick North America, Assistant Secretary
and Director
/s/ William J. Cernugel Senior Vice President - April 23, 1998
William J. Cernugel Finance and Controller
(Principal Financial & Accounting Officer )
/s/ A. Robert Abboud Director April 23, 1998
A. Robert Abboud
/s/ A.G. Atwater, Jr. Director April 23, 1998
A. G. Atwater, Jr.
/s/ Robert P. Gwinn Director April 23, 1998
Robert P. Gwinn
/s/ Allan B. Muchin Director April 23, 1998
Allan B. Muchin
/s/ Robert H. Rock Director April 23, 1998
Robert H. Rock
/s/ Dr. Harold M. Visotsky Director April 23, 1998
Dr. Harold M. Visotsky
/s/ William W. Wirtz Director April 23, 1998
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 the Company's
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 the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1989 [File No. 1-5050])
4.3 Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated herein by
reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997
[File No. 1-5050])
4.4 By-laws of the Company, as amended through January 17, 1990
(incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1989
[File No. 1-5050])
5.1 Opinion of Gary P. Schmidt, Esq., General Counsel of the
Company. Page 5
23.1 Consent of Gary P. Schmidt, Esq. (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP Page 6
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EXHIBIT 5.1
April 27, 1998
Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160
Ladies and Gentlemen:
Registration Statement on Form S-8
I have represented Alberto-Culver Company, a Delaware corporation (the
"Company"), in connection with a registration statement on Form S-8 (the
"registration statement") filed under the Securities Act of 1933 for the purpose
of registering under that Act 4,000,000 shares of Class A common Stock, $.22 par
value (the "Shares"), which may be offered and sold from time to time pursuant
to the Alberto-Culver Company Employee Stock Option Plan of 1988 (the "Plan").
In this connection, I have examined originals or copies certified or otherwise
identified to my satisfaction of such documents, corporate and other records,
certificates and other papers as I deemed it necessary to examine for the
purpose of this opinion.
Based on such examination, it is my opinion that the Shares covered by the
registration statement, when issued in accordance with the Plan, constitute
legally issued, fully paid and non-assessable shares of common stock of the
Company.
I consent to the filing of this opinion as an exhibit to the registration
statement. In giving this consent I do not admit that I am within the category
of persons whose consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Gary P. Schmidt, Esq.
Gary P. Schmidt, Esq.
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Exhibit No. 23.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Alberto-Culver Company:
We consent to the use of our reports dated October 23, 1997, incorporated herein
by reference, with respect to the consolidated financial statements of
Alberto-Culver Company and subsidiaries as of September 30, 1997 and 1996 and
for each of the years in the three-year period ended September 30, 1997, and the
financial statement schedule for the three-year period ended September 30, 1997,
which reports are incorporated by reference or appear in the September 30, 1997
annual report on Form 10-K of Alberto-Culver Company.
/s/ KPMG PEAT MARWICK
Chicago, Illinois
April 27, 1998
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