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)
MANAGEMENT INCENTIVE 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)
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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, 250,000 shares $25.03125 $6,257,813 $1,847
$.22 par value
(1) This registration statement also includes an indeterminable number of
additional shares that may become issuable pursuant to antidilution
adjustments.
(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 July 24, 1998.
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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
audited 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) 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 securities offered hereunder 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 "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to specified circumstances, (iii) gives the Indemnitees 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) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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 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.
(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
the prospectus to provide such interim financial information.
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(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 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.
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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 July 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 July 23, 1998
Leonard H. Lavin and Director
/s/ Howard B. Bernick President, Chief Executive July 23, 1998
Howard B. Bernick Officer and Director
(Principal Executive Officer)
/s/ Bernice E. Lavin Vice Chairman, Secretary, July 23, 1998
Bernice E. Lavin Treasurer and Director
/s/ Carol L. Bernick Vice Chairman, President July 23, 1998
Carol L. Bernick Alberto-Culver North America,
Assistant Secretary and Director
/s/ William J. Cernugel Senior Vice President - July 23, 1998
William J. Cernugel Finance and Controller
(Principal Financial & Accounting Officer)
/s/ A. Robert Abboud Director July 23,1998
A. Robert Abboud
/s/ A. G. Atwater, Jr. Director July 23, 1998
A. G. Atwater, Jr.
/s/ Robert P. Gwinn Director July 23, 1998
Robert P. Gwinn
/s/ Allen B. Muchin Director July 23, 1998
Allan B. Muchin
/s/ Robert H. Rock Director July 23, 1998
Robert H. Rock
/s/ Dr. Harold M. Visotsky Director July 23, 1998
Dr. Harold M. Visotsky
/s/ William W. Wirtz Director July 23, 1998
William W. Wirtz 4
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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 6
23.1 Consent of Gary P. Schmidt, Esq. (included in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP Page 7
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EXHIBIT 5.1
July 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 250,000 shares of Class A common stock, $.22 par
value (the "Shares"), which may be offered and sold from time to time pursuant
to the Management Incentive Plan (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
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 LLP
Chicago, Illinois
July 24, 1998
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